Insidious Times
by The Snazzy Hat
Summary: A young Warlock, cast out from his hometown at a young age, witnesses the murder of an innocent soul at the hands of a Kishen Egg. In a twisted experiment, the Warlock brings the woman back to life in an attempt to let her continue her life. Now they are both on the run from the DWMA. Will the Warlock be able to hide from three Meisters of the DWMA, as well as Death's cold shadow?
1. Chapter 1

The shadowy figure glided through the dark alleys of Death City. It looked up at the moon, past the brim of his tattered and stitched hat. It was a brown pointy hat, tears and holes scattered around the wide brim. A wide black belt had been tied around the middle of the point to cover up a large tear, and a small dagger thrust through the belt. He pulled his brown and threadbare cloak tighter around him as he tore his eyes away from the insanely grinning moon.

"That thing always gave me the creeps…" he grumbled, making his way through another alley.

Finally, he found what he was looking for, but he was far too late. The Kishen Egg, a bearded man wielding a bloody machete had already torn open the poor woman and was gripping the rubbery blue orb in its hand, drooling mouth wide open.

"No, no, no, no! Don't you dare!" he shouted, throwing a punch at the foul creature. The wretched thing roared more in surprise than pain, dropping the soul as it stumbled. As the beast charged at the cloaked figure, he scratched madly at the cobblestones with a clawed iron coated finger. Jumping backwards as the kishen egg swung at him with huge bloody knife and stepped on the scratching the figure was drawing earlier. The figure leapt away and pointed two of his sharp iron fingers at the rune inscribed on the ground.

"Burn!"

A column of fire burned up and through the kishen egg's leg, vaporising it near instantly. The kishen screeched in pain and the figure ran in and stabbed it through the head with his open hand. As the kishen egg fell to the ground, it unravelled to reveal a pulsating red orb. Reaching out, the figure pulled a glass jar, reinforced with bands of iron from his pocket. Grabbing the soul, he popped open the jar and stuffed the evil soul inside.

"Whew. Damn those lazy Meisters." He sighed, tucking the reinforced jar in his cloak pocket. Looking over to the other soul, he watched it bob and sway in the air. "I wonder if the body's okay."

Needless to say, it wasn't. The carcass of the woman was bloodied and torn until it was unrecognisable. All the figure could see of the face was torn lengths of straw blonde hair and, nauseatingly, pure blue eyes that even in death stared into his. The eyes were five metres away from the rest of the corpse.

"That's just disgusting." He said covering his mouth with his iron bound hand. "It's a good thing I brought another jar."

Meanwhile, on the rooftops overlooking the dark alley, two figures sat crouched down looking at the figure as it carefully inserted the soul into the glass jar.

"What do you think Sid? Is it a Witch?"

"I dunno Nygus. Never heard of a male Witch, or one who killed a kishen egg without being provoked. I wonder what he's going to do with those jars?"

"We'll have to follow him. What's that he's scrawling on the wall?"

The figure had walked up to a nearby wall and was scratching at it with an iron finger. Slapping his palm on the rune, he shouted a word.

"Doorway!"

A green rectangle burst from the rune and dissipated, revealing a large wooden door into blackness. The cloaked figure pulled his brim lower and ran into the door, the heavy wooden door slamming shut behind him.

"Damn. He got away." Sid spat.

"Yeah. We should report this to Lord Death."

"No time. I think I can track him, but if we don't hurry up the trail' grow cold."

"What do you mean? He's not using soul protect?"

"Nope. This guy'll be easier to find than I thought."

*v*v*v*

*v*v*v*

The cloaked figure breathed a sigh of relief as the heavy door closed behind him and dematerialised. He could have been spotted at any time in Death City. He was glad to leave when he did. Checking the inside of his brown cloak, the two jars hummed with their distinctive lights. The pure soul's jar hadn't cracked yet, thank goodness. The figure parted the cloak to reveal the black cloth jerkin underneath and the matching form fitting pants. Like the rest of his outside appearance, his brown boots were scuffed and dirty and came up to his ankles, the end of the boot curling up and around at the end of the toes. The figure's face shone in the sickly moonlight. Dark raven hair and a startlingly pale face with two empty red eyes.

"Damn this place. Just because I'm a Wit-Warlock, doesn't mean they get to cast me out to the Badlands." He grumbled, kicking a loose stone off the dusty ground.

It was eight years ago when He had been chased out of his village. Just after his tenth birthday, it was revealed that his mother was a witch, the townsfolk called on the Weapon Meisters to drive them out. His father tried to join the mob, but he was killed by his former friends. When he and his mother had fled to the Badlands, they made a home. His mother passed away in exile two years after that day.

The warlock continued to walk until he reached what he was looking for. The old stone structure his mother made for them to call home. He called it the Concrete Igloo. A small iron hatch jutted out of the rock, but it looked sealed shut by rust and neglect. Laying an iron clad finger on the rune inscribed on the hatch, he recited the old incantation.

"Know that there are no enemies, open for me if you please."

The hatch groaned appreciatively and gently creaked open. Ducking as he stepped inside, he didn't notice a small pebble lodge itself between the rock and the hatch as it swung closed. Clapping twice, the yellowed arcane lights glowed, revealing a workshop of sorts. Jars of various things lined the walls, charts and diagrams were framed and hung up on the wall and a mat of straw and animal furs had been heaped in a corner to serve as bedding. A cracked mirror hung above it, framed in what may once have been an exquisite gilt frame, but was now tarnished and showed the cheap wood underneath.

"Home sweet home." He shrugged.

Picking the two jars out of his cloak pocket, he opened a locked glass cabinet standing in the corner of the dome. In it were several jars filled with Kishen Eggs, each of the jars bound with iron. Carefully placing the newest member into the storage cabinet, he took out the other jar and looked at the blue soul within. Looking back to the cabinet, he furrowed his brow, which is pretty hard to do when you're only eighteen, then smirked slightly.

"I've always wanted to try this."

Setting down the glass jar on a roughhewn table, the figure rolled back his sleeves, revealing the dull iron gauntlets that extended to his elbows. Rushing over to A cauldron centred in the middle of the room, he began gathering reagents from around the room and adding them to the now roiling pot.

"Thirty five litres of water, twenty kilograms of carbon, four litres of ammonia, one point five kilograms of limes… No, wait! Just lime! Oh well, at least she won't smell bad. Eight hundred grams of phosphorus…"

As each object was added to the bubbling cauldron, a shadow in the darkness ran a hand over the handle of his weapon.

"Now… For the final ingredient." The warlock said, wiping droplets of sweat from his young brow. Delicately picking up the jar, he strode over to the cauldron and dropped the soul in. The arcane fire beneath the cauldron crackled and spat and the sound of hellish screaming filled the air, causing him to leap back.

From the flesh coloured liquid, a congealing hand slapped over the side of the cauldron. A deformed bald head soon followed, half formed eyes starring wildly around the poorly lit workshop. The rest of the human body followed, slapping its way out of the cauldron, the fire now extinguished underneath it. It landed on the ground with a thump and blonde hair grew rapidly on her head until it hung down to her shoulders, her bright blue eyes burning underneath her hair. When she had calmed down, she looked around, still breathing heavily.

"Are you alright miss?" asked the warlock, causing her to reel back slightly. The woman examined her body and blushed when she realised she was completely naked! The warlock blushed as well and took the brown cloak off his back. "Here. You look cold."

"Th-thank you." She said in a croaky voice, wrapping the threadbare cloak around her. "What happened? The last thing I remember before blacking out was blood. So much pain and, and blood…"

"Well… You didn't black out. Much worse I'm afraid. You died. You were about to be eaten by a Kishen Egg, but I managed to stop it before it could eat your soul."

The woman looked over to the glass cabinet filled with Kishen Eggs and shuddered slightly. As she tried to stand up, she stumbled and crashed against the cauldron.

"Whoa! Let me help you." He said, leaning in to her up.

"I'm fine." She said, looking around the workshop, the cauldron and back to his scruffy figure. "You're a witch!"

"I prefer the term warlock, but yes, that's what I am." He said, helping her to her feet. "But you need to get back to Death City. I'll see what I can give you for the road."

The woman sniffed at the air and then sniffed at her forearm. "Why do I smell like lemons?"

"It was actually limes, but it was a small miscalculation on my part. Think of it this way, at least you won't have to bathe for a while." He said while rooting about in a copper bound chest in a darkened corner of the room before pulling out another brown cloak, this one in a little better condition, and draping it around himself. From the chest he also pulled a large and raggedy bag and stuffed some sparse provisions into the pack.

The woman looked inside the now clean cauldron and stared into it. "How did you actually bring me back? I thought it was impossible to resurrect the dead."

"Well you weren't dead exactly. Your soul was still intact and held within one of the jars you see those Kishen Eggs are in. I couldn't just leave you there to fade into nothingness, so I decided to make a new body for you. See, my mother had specialised in flesh golems. She could create artificial people."

"That's horrifying!" she shouted, stepping away from the cauldron. "I thought flesh golems were the only kind that was forbidden!"

"However, they were very handy to have around the house, not to mention a lot friendlier than cold, clammy clay. Anyway, I just thought that since flesh golems are basically humans, I scaled up the recipe slightly and put your soul into your new body. Honestly, I never thought it could work, but this is an amazing find!"

"Why did you have to use me?! Couldn't you use one of those Kishen Eggs over there?" she asked, pointing to the glass cabinet.

"Are you insane?!" he shouted. "I couldn't do that! The results could be catastrophic!"

"Sorry." She said, looking at the ground.

The warlock sighed as he stuffed several books into the pack. "No, no. I'm sorry. You're in a very delicate balance right now, if you're disturbed too much, your body could collapse and I'll have to start again. Not to mention your soul may become damaged."

"You mean if I become too stressed I'll die again?!"

"Calm! Please!" he pleaded. "You won't die if you just calm down!"

The woman shuddered slightly and took several deep breaths, pulling the cloak around her a bit more. "Alright. I think I've calmed down."

"Excellent." He said, pulling the heavy pack onto his shoulders. "Now we have to get out of here."

"What? Why?"

The warlock drew the dagger from the sheath on his hat and wrapped the woman in his cloak as he inscribed a rune on the ground with the dagger. "Because we're being watched."

Sid and Nygus leapt at the warlock from the shadows, only to be stopped by a wall of rock falling from the ceiling!

"Teleport!"

The warlock and the woman disappeared into the earth as it swallowed them up and the rest of the concrete igloo collapsed, destroying the workshop, the glass cabinet and the souls contained within, and all traces of the warlock and his exiled mother. It was good to be prepared for anything.

*v*v*v*

*v*v*v*

On a grassy hilltop, hundreds of metres away, the warlock and the woman burst forth from the ground and landed on the ground, the Warlock coughing and spitting dirt from his mouth.

"Never could quite get the hang of that one…"

The woman had already scrambled to her feet and was about to run, when something stopped her. She stood over the eighteen year old warlock and helped him to his feet.

"Thanks." He said, coughing once more before sliding the dagger back into his hat.

"No problem. You brought me back to life. The least I can do is help you up."

The warlock stood straighter and looked over to the horizon and saw the sun appear.

"Well, it's probably best if we get you back to Death City." He said, wrapping the cloak around him a little more and dipping the brim on his hat lower.

"I'm not going back."

"What?"

"If I go back, then people will ask me why I'm not dead. Eventually, they'll learn about you, if that meister hasn't reported you already." She said, balling her fists. "Besides, I'm not about to let my debt to you go unrepaid."

The warlock was slightly at a loss for words. "Are you sure? You're just going to throw everything you had in Death City away?"

"I lost everything when I died. Now I have nothing but a new life." She said. "And I may as well spend it following your butt around."

The warlock thought for a moment before smiling warmly. "Then let's go. I think I know a town that's friendlier to witches and warlocks more than most."

"Meaning they'll only decapitate us instead of burning us alive?" the woman hazarded a guess.

"Slightly friendlier than what you're thinking." He said, starting to march in the direction of the rising sun as the woman followed him.

"By the way, you haven't told me your name."

"My name? Well, I guess I should give you the courtesy if you'll do the same for me." He said. "I am Insidious. The last of the Warlocks."


	2. Chapter 2

"Insidious? That sounds a bit…"

"Intimidating? Ferocious?"

"Unfitting."

"Rub it in why don't you." Insidious grumbled, dipping his head lower. "Mum was really into the whole secret name thing. I can't even remember that fake name from the old village. Started with an E though."

"Well my name is pretty plain compared to yours." She snorted. "The name's Sophia. It's good to be traveling with you."

"Well it's good to meet you Sophia."

"So you're the last Warlock?"

"To my knowledge. A Warlock only being a male Witch. I never liked being called a Witch for some reason."

A confused look crossed Sophia's face as she examined her body a little closer. "I don't think my boobs were this big before."

Insidious blanched a little and stopped walking. "Oops. I don't think I'll be able to…" Insidious began before being cut off by Sophia.

"No! No it's perfectly fine! You don't have to do anything at all!"

*v*v*v*

*v*v*v*

"We've been walking for hours! Why can't you teleport us there?" Sophia whined.

"I've already told you, I can only teleport to where I've made other unused teleport runes! Teleportation isn't just some kind of magical travel eliminator."

Sophia continued to grumble as they walked down the dirt track to a small looking town with several tall church steeples.

"This is the place. Wickhaven."

"So this is that town full of Wi- people you were telling me about?" she said. A passing field hand looked at her oddly, but shrugged and continued on his way.

"Yeah. Hopefully we'll be able to find a better home here and get some new clothes. Most of my stuff is so moth eaten I've used said moths to make some of the fabric."

"How did you-"

"You do not want to know." He deadpanned.

The two strode into the town and Sophia pulled her makeshift cloak around her tighter. "Are you sure you didn't have anything else? I feel so weird walking around here like this."

"I'm sure. If I had anything else, I would have given it to you." He said, patting the bag of coins in his coat pocket. "Don't worry. I'll buy you anything you want after this."

"Anything?" she said, eyes lighting up.

"Anything you want. I promise."

To this, Sophia grabbed Insidious by the arm and ran towards the nearest clothing shop.

A bell clattered overhead as a woman stepped out from behind a curtain. "Welcome to my shop! How can I help you?"

Sophia began talking madly to the tailor woman as Insidious stood there, the conversation completely lost on him. "Uh, Sophia? I'll just be out buying reagents. I'll be back in half an hour." He said.

"Okay! So anyway, I want it to be sort of like a…"

Insidious stepped out of the shop and back into the street. He couldn't help but feel eyes burning into the back of his head as several eyes turned to him, one after another. He ignored them and stepped into an alchemy shop.

"Welcome, welcome! What is it you need young man? Buying reagents and potions for your mistress, hmm?" the old crone of a shopkeeper grinned behind a stained counter.

Insidious looked around the shop and bought several things he needed. A large jar of powdered rock salt, several blocks of coal, a bag full of feathers and a few planks of wood. Tossing a few coins on the counter top, he stuffed the reagents into his bag.

"Thank you and please come again!"

"You're welcome." He said, stepping out of the shop and immediately bumping into someone. "Oh! Sorry."

"Humph. You're quite alright young man." The small man said, straightening his top hat. "So long as it doesn't happen again. Now run along."

Insidious stepped out of the way of the short, well-dressed man and returned to the busy side streets of the market. He bought a few more things before seeing the sun dip into the horizon. Picking up his bags, he strode back to the tailors and stepped inside.

"I'm back!"

"Ah! Just a sec! I'll be done soon!" called Sophia from a nearby dressing room. Insidious was approached by the tailor woman and began a conversation.

"Ah, Mister Insidious. Your friend has a very… peculiar taste in fashion, but I believe that I made it work."

"Peculiar? How so?"

"Well, let's just say that you may be surprised by her new appearance."

The curtain was pulled back and there was standing Sophia, the brown cloak still on her back and mended, but underneath she wore a revealing and figure hugging black leather top that extended down to cover down to her pelvis and black leather gloves that extended to the middle of her forearm, ending in an arc of spikes facing away from her body. She also wore thigh high black leather boots which, where Insidious was fully expecting stiletto heels, he saw a much more practical flat sole. Her hair was tied in a long ponytail, a wide silver band wrapped around the end.

"Sooo, what do you think?" she asked, glee dancing in her voice as she shook her ponytail a little. "I was really going for the whole evil seductress look!"

"What do I think?" he said, face turning red. "Well…"

"Ah don't be shy. I know I look damned sexy!" she grinned.

"That's what I'm concerned about. Are you seriously going to wear that on the street?! In broad daylight?!"

"Hey, at least I'm keeping the cloak!"

"But I can't let you wear that!"

"Aw, but you promised!" she grinned again.

Insidious sighed. "Yes. I did didn't I?"

"Now, there is the matter of your clothes." The tailor woman said, gripping the ragged cloak between two fingers. Insidious jerked forwards and readied his gauntleted fists before relaxing again.

"Sorry. Just a reflex." He said. "I think all I need is a patch job."

"But the matching clothes would be such a great combination!" whined the tailor.

"Yes, but I don't want to look like she does." He huffed.

"Hey! I thought you'd be happy to have such a sexy minion!"

"Since when were you my minion?"

*v*v*v*

*v*v*v*

In the end, there had been modifications to Insidious' clothing. His hat, boots and cloak were now in perfect condition, and the cloak had been dyed black and a red pentagram embroidered onto the back. His hat had been dyed a much darker brown as well as his boots, and his jerkin and pants had been repaired as well. His gauntlets, which he was reluctant to part with for even a second, had been sharpened and cleaned while he wore them.

Insidious and Sophia were now walking back to the hotel where they were staying, their boots clacking on the cobblestones. Insidious stopped and glanced into the shadows.

"What is it Master Insidious?" asked Sophia in a mysterious sounding voice.

"I just told you five minutes ago not to call me that. And I don't mean to alarm you," he snarled, drawing the dagger on his hat from its sheath. "But we've been followed again."

Sophia whirled around and was immediately knocked to the ground by a small, rubber like mound of meat. It stood about half a metre in height with four stubby arms ending in fat, jointless fingers and had a mouth roughly as big as its entire face. A second one appeared and launched itself at Insidious.

"Flesh golems!" Insidious shouted, stabbing one of the wretched looking things through the face while Sophia struggled with the one attacking her. "Though whoever made these things had about as much skill with Golemancy as a garden slug! There's no care or finesse put into it at all!"

"Oh yeah?!" shouted a voice from the shadows. A young woman dressed in a black robe and shoulder length brown leather gauntlets leapt out with two large sickles, one in each hand, connected by a length of spiked chain.

The woman charged in, waving the sickles randomly as she babbled and screeched unintelligibly. Narrowly dodging an overhead strike, Insidious blocked the second swing with his dagger. Gripping the spiked chain with his gauntleted hand, he tugged at the chain and tripped her over. Stabbing into the woman's back, the woman screeched in pain and dropped her strange weapon as Insidious quickly tore a small rune in the flesh over her spine.

"We will destroy you, heathen!"

"Paralyse!"

The woman froze as stiff as a board before she could grab a hold of her weapon again. Insidious stood up and grabbed the two sickles as he walked towards the prone form of Sophia.

"Man." She grunted as she wiped blood from a deep scratch on her cheek. "I need to be able to fight back. I got my ass handed to me. Ow, ow, ouch."

"Well, good news. I got you a present." He said, handing the sickles to Sophia.

"What the hell is this?" she said, examining the weapon. "It looks really weird."

"Whatever it is, it looks like it could do some damage." Insidious said.

"Yeah. But who was that 'we' she was babbling about while I was getting my teeth kicked in by a side of beef? Does she belong to a cult or something?"

"I have no clue, but it's probably best we don't stick around to find out. Come on. Let's get out of town before that woman unfreezes. That rune's only going to last a few more minutes."

Unbeknownst to the two, seven looming shapes were standing on nearby rooftops.

"That was fast." Muttered one, unable to believe what she just saw.

"That was so cool!" another one almost shouted. "What do you think, Kid?"

"I agree with Liz. It was all over too fast to accurately gauge their strength. One thing we can be certain of though is to stay away from those runes of his."

"I say we should just rush 'em! Catch 'em by surprise!"

"We can't just kill him! Lord Death specifically told us to capture him!" chided another voice.

"I have to say it Maka, I'm with Black Star on this. We can just catch him by surprise, kick his ass and get back to Lord Death. Easy peasy."

"He's too good for that. Even I couldn't see that woman hiding in the shadows. I don't think we'll be able to sneak up on him successfully." said another woman.

"So we've gotta hit him head on?"

"You bet, Soul."

*v*v*v*

*v*v*v*

Insidious and Sophia had made their way out of Wickhaven before daylight.

"Alright, I think we're far enough away now." He said, stopping on the top of a grassy hill. "Come over here."

"What are you going to do?" Sophia asked, drawing closer. Passing an iron finger over some faint embroidery on her cloak, Sophia watched as her arms disappeared before her eyes. "Ooh! That's so cool!"

"Yeah. The thing is, I don't have invisibility on my cloak, so I'm trusting you to watch my back out here. They won't be able to notice you, so if I get attacked, you'll be able to get the drop on them."

"You want me to fight people?! I'm not that strong! I was just a baker in Death City, not a Meister!"

Insidious rubbed the bridge of his nose with his forefinger and thumb. "You know how I revived you using modified Golemancy, right?"

"Yeah? So?" replied the invisible Sophia.

"Try punching a tree as hard as you can."

"What?! I can't-"

"Just do it!"

There was a brief period of silence before there was a loud crack. The side of a nearby oak tree had a gigantic split in the wood, a fist shaped indent in the thick trunk. Leaves fell from the top branches as the silence returned, heavier and more awkward than ever.

"Feeling confident yet?"

"Yeah." said the somewhat shaky disembodied voice.

"Good. Now let's keep going."

*v*v*v*

*v*v*v*

The two kept traveling down the road, the invisible Sophia managing to stay silent most of the time. They got several odd glances from traveling salesmen when Insidious accidentally responded, "We don't want anything."

From under the wide brim of his hat, Insidious saw something shuffle in the bushes. Picking up a stone from the road, he etched a rune on the surface with his sharp iron finger and tucked it in his pocket. Eventually, the road reached a point where the path cut straight through a hill, forming a sort of valley. Expression darkening, he stopped as he glanced upwards.

"What is it?" Sophia whispered, slightly startling Insidious.

"It's a prime spot for an ambush. You go up the left hill. I'll go straight into their little trap. If you throw the sickles far enough, you'll be able to swing across if they're on the other hill."

"What if they're on both hills?"

"Then we've still taken down two thirds of them." He said, striding down the path. As soon as he was mid-way through the valley, two people appeared in front of him. Two teenagers, a boy with white hair and a girl with pigtails. There was something vaguely familiar about the girl, but he couldn't quite place it.

"That's as far as you go, Witch." Shouted the girl.

"Warlock, actually." He frowned under his hat's wide brim. "I have no reason to fight you. So if you'll just excuse me, I have places to be."

"Well, I guess it's the easy way then." The boy grinned, revealing a row of jagged teeth, one of his arms turning into a black and red scythe blade.

Insidious drew the dagger from his hat and tossed the rock in his pocket at the two. The rock bounced and skidded on the flat cobblestone road until it came to a stop at their feet.

"Is that the best you've got?" asked the girl, gripping the scythe in both her hands.

"Explode."

The rock at the girl's feet glowed briefly and exploded into a shower of tiny rocks as the girl jumped backwards to avoid it. Insidious rushed in with the dagger, stabbing at her arm. The girl blocked it with the scythe blade and swung at him, but he blocked the blade with an armoured forearm.

"No way!" she exclaimed.

"Way." Insidious grinned, slashing at her with the dagger. She managed to doge out of the way but she got a deep scratch on her cheek for her trouble. Pink blasts erupted around Insidious' feet as he dodged out of the way, several shots going through his cloak. "Damn it! I just paid for this cloak!"

Above the battle taking place, Black Star was sitting in wait, Tsubaki in Shuriken Mode. "This is the most boring plan ever."

Tsubaki's face appeared in the blade of the giant shuriken to communicate with her wielder. "You have to be patient Black Star. Stick to the plan. When Maka and Soul step out of the fight, we switch to the Enchanted Sword and restrain him while Kid administers the knock-out formula."

"I know the plan Tsubaki. What I'm wondering is where that dude's girlfriend has gotten to." He said, staring down at the Warlock, who was dodging, blocking and back flipping out of the way of both Maka's scythe and Kid's shots.

Black Star only narrowly dodged the whistling sickle slicing overhead as it sliced through the tree he was hiding in. When he landed on the ground of the hillside, he saw an angry blonde woman in revealing leather clothing.

"Geez. I wonder if she's sisters with Blair." Black Star muttered.

"Let's just get this straight you blue haired idiot." She said, grabbing the spiked chain and spinning one of the sickles while holding the other. "Insidious. Is not. My. Boyfriend. I'm twenty eight for Death's sake! I'm no cradle robber!"

"Whatever. You're still friends with him, so I'm gonna take you down!" he shouted, tossing the shuriken at the woman. Ducking under the shuriken, the woman jumped sideways when the shuriken came hurtling back! Rushing closer, the woman slashed at him with both sickles and had to dodge again when Black Star swung the giant shuriken over his head and buried it in the ground.

"This isn't working Black Star!" shouted Tsubaki. "It's too cramped with all these trees in the way!"

"I know! Transform! Smoke Bomb mode!"

A huge cloud of thick yellow smoke burst forth from the shuriken, enveloping the whole of the hillside.

Sophia watched as the yellow cloud rushed towards her as she pulled the invisible cloak tighter around her. The invisibility thingy was still going, so that was a bonus. Soon the smoke cleared and she could see the blue haired idiot standing entirely still, like a sitting duck! Rushing up behind him, she whipped her cloak back and put both sickle blades up to his throat. "Got you now!"

"Shadow Star."

"What?"

The boy turned brown as what looked like autumn leaves blew off, revealing a black haired woman underneath.

"What the… Where's the runt?!"

"Right here!" came a shout from behind her, but it was too late. "Black Star Big Wave!"

Black Star's elbow crashed into the woman's back as Tsubaki dodged out of the way. Black Star followed up with a supercharged punch that sent her flying into the road below.

"Sophia!" shouted Insidious, a shot grazing above his eye causing blood to flow into it. "Damn it!"

Insidious ducked another shot, scratching at the ground with a finger as he moved to get Sophia, but Maka had other plans.

"Oh no you don't! Let's go, Soul Resonance!"

The scythe grew to massive proportions as it glowed brightly, but Insidious seemed not to notice.

"Witch Hunter!"

A huge crescent of energy ripped through the air, screaming towards him. As soon as he touched Sophia, he scratched a rune on the ground and shouted.

"Teleport!"

No sooner had he said it than the wide beam of energy ripped through the air and crashed into the hill behind where they had just been not milliseconds ago.

"You know Maka, that never works." Muttered the scythe.

"Shaddup Soul! It's not my fault!"

Ignoring the shocked looks of the meisters, he carved a rune onto Sophia's breast, as well as one on the cut above his eye.

"Heal."

Insidious could feel life returning to Sophia as her eyes snapped open. She scrambled to her feet and readied her weapons again.

"You monster! Enslaving a soul!" shouted the girl.

"Enslaving? What the hell are you talking about? I saved her while you Meisters were too lazy to do anything! A Keishen Egg in your own city was able to kill her undetected!"

"A Keishen Egg?" said a voice on the opposite hill as he stepped into the light. "No, a Meister was sent after it after detecting your presence in Death City. Sid was too late to save the soul, but then you showed up and stole it."

Insidious was slightly uneasy in the presence of the other pale teenager standing on the hill above him. "Who the hell are you?"

"I'm Death the Kid. And you must be Insidious, the so called Warlock."

"Death the Kid?" Insidious echoed in disbelief.

"Death's son?" muttered Sophia. "It can't be… We can't fight him!"

"That's right. And we have orders to bring you two in." The girl said, readying her scythe again.

Insidious thought for a while. He looked up at the two Meisters on the hill and the one in front of him. "Sophia, get out of here."

"What? No way! I-"

"Now! You'll only get hurt!" he shouted, stepping towards the scythe wielder.

Sophia looked like she was about to run, but Death the Kid pointed a gun in her direction. "I wouldn't do that if I were you."

Insidious looked unfazed by Kid pointing a gun at his friend however, and focused his attention on the girl before him. "I suppose I'd better start taking this seriously. If I don't, my friend and I are going to get hurt."

Tossing the dagger through the air into his left hand, he reached into the cloak with his right hand and slowly drew out a thin black rapier, the slow ringing of steel filling the air.

"I haven't done anything to you people except exist, and now you want to kill me for something I didn't even do? Well I'm not going to the Grim Reaper without a fight." He stabbed the ground with the black rapier, cracks spreading to four large runes etched into the sides of the hill. "Explode."

Dirt and rock from the hillside flew into the air as the grassy hills collapsed, sending Death the Kid tumbling and burying an unfortunate Black Star. Sophia looked at the destruction and wrapped herself in the invisible cloak, running to find a good vantage point.

Maka ran at Insidious, scythe trailing behind her. Pulling the rapier free from the ground, Insidious blocked with the silver dagger and lunged at her with the rapier. Maka barely escaped impalement as Insidious left a deep gash in her side.

"Maka! Are you okay?" shouted Soul.

"I'm fine. We have to stop him here!" she shouted, lunging into another attack. Insidious dodged the wild overhead strike and carved into her shoulder with the dagger. Leaping back to avoid another swipe, Insidious rushed in and ducked another slice while sheathing the dagger in his hat. Laying an iron hand on the girl's shoulder, he activated the rune.

"Paralyse!"

Maka's arm stiffened into its awkwardly bent shape. Before Insidious could do anything, Black Star's voice rang out.

"Trap Star!"

Unnoticed chains that ran below the dirt and rubble rose up into the air and started moving, constricting around Insidious. His arms were pinned to his sides as Black Star leapt from a mound of loose dirt and ran closer.

"Black Star Big Wave!"

"Damn it!"

Black Star's elbow impacted with Insidious' face as he tipped backwards before slumping forward, held in place by the chains. Maka felt feeling return to her arm as it was once again under her control. "That was too weird. Thanks Black Star."

Sophia's cloak returned to its normal form and before she even knew what was happening, she was knocked out a quick pistol whip by Kid.

"Alright, now that that's been taken care of, let's get back to Death City. Father will be waiting for us."


	3. Chapter 3

Insidious' empty red eyes cautiously opened and scanned the cell he was in. He was lying on a simple mattress on the black concrete floor of the cell. It stank of dampness and there was an audible leak outside the cube cell beyond a heavy iron door, bound by thick strips cloth. Red sigils on the cloth burned crimson. A sure sign that he was in a magic-sealed cell. It wasn't as if it mattered. He'd lost all the ways he could write his runes. He was utterly helpless.

Insidious shrugged and lay back down on the mattress. "It's better than the Concrete Igloo."

He stared at the low roof of his cell and thought for a while he thought of a way to get out. His cloak, hat, rapier and gauntlets had been removed and the rest of his clothes searched, so he had none of his hidden paper runes with him.

"Okay, looks like I need to use my flesh runes." He muttered, taking off his curly toed boot without looking at his hands. A rune made from scars had been etched into his skin underneath his sock, and he peeled it off he hopped over to the door. Planting his bare foot on the lock, he muttered the word. "Unlock."

A light flashed as did a burst of pain from the sole of his foot as the rune was activated. The lock clicked but the door remained firmly in place. Sliding his foot back into his boot, he gave the door an experimental tug with his ruined hands, but it wouldn't budge. Pulling harder again, the door creaked and rattled but remained shut.

"Great! There must be deadbolts or a door bar on this thing!" Insidious groaned, banging a fist on the iron door.

He sat down heavily on the mattress and began thinking again. He missed his hat already. He liked his hat. His mother had given it to him, and it was one of his last memories of her. Leaning against the cold hard wall, he heard an audible crack behind him. Turning around, the crack in the stonework spread until it reached up to his head height. The crack widened until it became a hole, and a short man in a top hat stepped out from the crack.

"Ah, Mister Insidious. I've been waiting for you."

Insidious stared for a moment before realising that he'd seen the man before! "Hang on, I saw you at the markets in Wickhaven! You're not with those cultists are you?"

"I assure you, sir I do not belong to some local cult." The man spat. "I belong to the organization known as Arachnophobia. If you will come with me, then we shall get you out of this dungeon."

"Hold on. What about Sophia? I'm not leaving without her. Then there's the matter of my things. Especially my gauntlets."

The short man simply turned back towards the dark hole in the wall. "Your personal effects have already been taken care of. Both they and your Lady Sophia are waiting for you at the end of the tunnel. Step lively now. They may notice my presence at any given moment."

The man walked into the crack as Insidious followed, lights extinguishing as the crack closed behind them.

*v*v*v*

*v*v*v*

As Insidious and the man emerged from the tunnel, daylight assaulted his eyes. Down below, a pitch black limousine was waiting. Sophia was sitting on a rock, but the next moment she was up and embracing Insidious.

"Oh thank Death! I never thought I'd see you again!" she almost squealed, crushing Insidious' ribs in her bear hug.

The short man looked towards the limousine and pointed at the organised and folded clothing and reagents on a flat rock. "As you can see, we have recovered your personal effects. Now, after you gather them up, please follow me."

Before Insidious could move however, Sophia gripped one of his bare hands, causing it to twinge slightly in pain.

"What happened to your hands? What did they do to you?"

Insidious pulled his hand away and raised them to his face. His hands were a mass of scar tissue, blotches and burns covering most of the skin up to the middle of his forearms. The ends of his fingers had no nails and were permanently blackened, and tiny hints of charred bone jutted out from the stubby ends.

"They didn't do anything. It was a long time ago when they did this to me."

"Who did this?"

"When it was revealed that my mother was a Witch… When we left the village… There was a group of kids who thought I was a Witch too. My old school friends. Without even hesitating, they dragged me to the blacksmith's shop and jammed my hands into the furnace. Afterwards they grabbed some daggers and swords from the wall and started hacking at my fingers. They didn't want me doing magic. One of the bastards pointed out that I could use a dagger or something and they got even more scared. Scared that I would recover and take my revenge. They were about to cave my skull in with a blacksmith hammer when my mother saved me. She killed all of them. Can't say I would have done anything different."

Sophia was at a total loss for words as Insidious clamped the cool iron gauntlets back onto his scarred and wounded hands. "That's…" she choked, eyes wide in shock. "That's horrible! How could anyone do such a thing?!"

"And you know what the real kicker was?" Insidious said angrily, tying the ebony rapier around his waist. "I was only ten years old at the time."

Sophia was speechless. Her mouth opened and closed, like a gasping fish as she tried to form her emotions into words. She wanted to comfort him, to tell him it was alright. But it wasn't. Nobody could sympathise with what hell Insidious had been exposed to.

The two walked in silence towards the waiting limousine and stepped into the plush interior. The small man was waiting for them inside. "I apologise for not telling you my name earlier. I am Mosquito, Lady Arachne's valet, bodyguard and steward."

"It's very nice to meet you Mister Mosquito." Sophia nodded.

Insidious narrowed his red eyes at the smirking Mosquito. He just felt like there was something he couldn't trust about him. He may have just been going on a hunch, but in his experience, hunches were what kept him alive.

The world blurred outside the windows of the limousine as it drove down the road, leading to a foreboding mountain range.

*v*v*v*

*v*v*v*

The three walked through the cavern, cloaked and masked figures scuttling out of the way as Mosquito led them to a gigantic spider like building inside the giant cavern.

"It's so big in here!" Sophia said, spinning around as she looked around the cavern.

"Big enough to put a castle inside of it so it would seem." Insidious chuckled.

Mosquito opened the two large mahogany doors of the spider castle and the three stepped inside. They continued walking through twisting corridors and many more doors until they found themselves in a large room, the walls shrouded in darkness, the only light falling onto the polished marble floor.

"Lady Arachne, I have brought the two young ones as requested." Mosquito announced as a woman in a flowing black silk dress appeared at the top of a richly carpeted staircase.

"So I see. Welcome young ones." The woman smiled. "I am Lady Arachne. You must be Insidious and Sophia. Please, sit."

A few minions scuttled into the light with a fine table and chairs, and one set down a bottle and a few crystal glasses.

"Thanks for getting us out of the DWMA." Insidious said as he took a seat. "Though I'm still wondering what happened to you, Sophia."

"I… I don't know. The first thing I remember was waking up on an operating table." She shuddered. "Then Mister Mosquito showed up and got me out of there."

Insidious' eyes narrowed again. Whatever those Meisters at the DWMA were planning, Mosquito had saved Sophia. Probably from a terrible fate.

"A drink, Miss Sophia?" Mosquito asked, popping open the bottle and pouring the red liquid into a glass, then pushing it over to her with his extending nose. Sophia was about to take the glass when Insidious put a gauntleted hand over hers.

"That's not wine, if that's what you're thinking." Insidious warned. Sophia took her hand away, a disgusted expression on her face. "I'm very grateful for what you did, but what happens now? Are you going to have us join this Arachnophobia of yours?"

"That depends." The woman said, flicking open a black fan. "How do you feel about the DWMA? More importantly, how do you feel about the Kishen?"

"K-kishen?" Sophia stuttered, snapping her head up. "One of those evil things killed me. Then Insidious brought me back to life. If I never see another one in my life it'll be too soon."

"Simply put, we like Kishen as much as we do Meisters." Insidious said, expression darkening.

"Oh really?" Arache said, fan snapping shut. "Such a shame. Mosquito?"

"Yes Lady Arachne."

Mosquito stood up. From the shadows descended hundreds of the cloaked and masked minions from the ceiling. Insidious wrapped a gauntleted hand around Sophia and flipped over the table. Mosquito pierced the table with his extending nose as Insidious ducked and forced Sophia to the ground. Reaching into his coat, he slapped two paper runes onto the ground.

"Teleport! Explode!"

The two figures disappeared from the room as the explosive rune was activated not moments later. Marble flagstones shattered and the fine wood splintered into kindling. Several unlucky minions were caught in the blast and flung backwards, hit by a wave of splinters and rubble. Arachne however, was still looking at the spot where the two had disappeared, half shattered wine glass raised to her lips.

"How tiresome." She sighed as Mosquito brushed himself off. "When did he inscribe the first rune?"

"When he was picking up his clothing he scratched at the rock like a chicken." He snorted. "Shall we sic that insufferable chainsaw on him, Lady Arachne?"

"No. Leave them be for the moment." She said, starting to grin slightly. "Simply monitor their movements for now. If anything else, they'll make a good scapegoat while our plans proceed."

*v*v*v*

*v*v*v*

"Damn it, damn it, damn it!" shouted the irritable blue haired teenager, kicking a boot against the wall of the academy.

"Take it easy Black Star! It's not like it was your fault!" said a slightly panicking Tsubaki.

"She's right. That creep Insidious disappeared leaving only a crack in the wall. Not to mention we didn't sense his disappearance until minutes after. Tell you one thing, the dude doesn't sound cool at all. I mean, enslaving a soul after a Kishen Egg murders it? It's the very definition of uncool."

"And did you see his hat? I've never seen anything so decrepit and disgusting in my life! At the very least, he should have had two daggers on each side!"

The group of seven continued to walk down the empty corridor towards the office of Lord Death. Maka snapped shut her book and looked to Soul.

"I've been reading up, and I don't think there's any record of a Witch being able to resurrect a human soul."

"Well there's a first for everything, right?" Soul shrugged, yellow shoes scuffing against the stone slabs. "Though wasn't there something a little weird about that woman? Sophia wasn't it?"

"Yeah. Insidious' soul was pure Witch, no question. But Sophia's was something different. It was like a tiny fragment of Insidious' soul had been implanted inside of hers."

"That could be how he's controlling her. It might be influencing her decisions to what Insidious desires. Effective, yes. Humane? Not even close." Kid mused as he knocked on the red iron door.

The door creaked inwards revealing the long corridor of guillotines. The small group walked to the raised dais where the crooked form of Death himself was standing.

"Heya kids! Good to see ya! Good job on capturing Insidious by the way!"

"Yeah, but he escaped." Soul spat.

"Well about that." Death began. "He didn't quite escape per se. He was taken out of his cell by Mosquito."

"What? That creepy balloon guy from when we were hunting down Brew?" Black Star exclaimed.

"Yah, him. He took both Insidious and Sophia out of the prison and Stein's lab. However, the tracking devices we implanted in them stopped working when Mosquito appeared. They only just started working again. They're pretty close to Death City as a matter of fact."

"Then what are we waiting for? Let's go get him!" Soul shouted.

"Ah, ah, ah! Not quite yet. We've sent Sid to monitor his movements. He's been behaving very erratically, especially for a Witch. He's made absolutely no effort at all to hide his presence or his movements. Even when he was fighting with you Maka, there was no real reason for him to fight you. In fact, my sources tell me that he hasn't taken a single soul except those of Kishen Eggs and the soul of that nice lady, Sophia."

"You knew her?" Tsubaki asked.

"Father was a frequent visitor of her bakery here in Death City, right next to Chupa Cabra's bar. It's facing foreclosure now due to the rumours of it being a hideout for Witches." Kid explained.

The mirror made a chiming sound as blue ripples crossed the mirror on the dais. The surface of the mirror turned to the image of Sid and Nygus crowded around a hand mirror. "Lord Death, we have something to report."

"Go ahead Sid. That's the skinny?"

Sid and Nygus parted to reveal a huge blood spatter on the grassy hillside formed into words.

"You are cordially invited to an Emergency Witch Masse?" Maka deadpanned, a look of slight disbelief on her face. "Who would be stupid enough to write that in such a public place?"

"Witches." snorted Black Star, earning a high five from Soul.

"There's more." Nygus said. "It also says that the Masse will be taking place in Australia of all places. Some small town called Wodonga."

"All right! I always wanted to go to Australia! Yahoo!"

"Isn't it that horrible place with the heat and spiders and snakes and those things that fall out of trees and eat you?" Liz shuddered, cowering behind a laughing Patty.

"But Sis! It's got all those cute koala bears and kangaroos and beaches and stuff!"

"So how's he going to get there? Insidious can't fly. If he could, he would've just flown over us in the battle before we captured him." Kid said.

"Simple. We're going to get him there." Death said, pointing a boxy finger into the air to a resounding chorus of "WHAAAAAAA..!"

"Now hear me out guys, hear me out." Death said, waving his hands around for quiet after dealing out a few of his patented Reaper Chops for good measure. "Now here's the plan I cooked up, specially for you. We're going to crash this little Witches Party, and here's how we're gonna do it."

*v*v*v*

*v*v*v*

In the shadow of the moon, two cloaked figures moved quickly and silently through the docks. A passing sailor peered into the shadows before shrugging and continued on his way, a new cigarette pursed between his lips. As soon as he moved away, the two figures darted through the lamplight.

"Okay Sophia, let's go through this plan again." Insidious muttered. "We find a boat, steal as much fuel as we possibly can and get to the meeting place. Got it?"

"Yeah. I find the boat, you get the fuel. You've explained this to me like, six times!" she whispered back.

"Good. And don't be seen. We don't want an incident like the last town we were in."

"Yeah. The dude was a total creep."

"You did have it coming. I mean if anyone saw a pretty lady in clothes as revealing as yours they'd mistake you for a…"

"You shut your mouth!"

"Hey, you wanted to wear that."

The two figures split up, Sophia running along the port and Insidious ducking in and out of warehouses.

Sophia ducked out of the lamplight as she heard footsteps behind her. A hulking figure stepped around a corner, red eyes glowing in the darkness.

"Whoa! What the hell?" came two voices from nearby. Sophia looked around and saw two salty sailors, lighted cigarettes at their feet.

"More souls! More power!" chanted the Kishen Egg, rushing in to attack the two.

"Damn it!" cursed Sophia, grabbing out her sickles and slicing through the flesh of the Kishen Egg. Blood spurted from the gash in the Kishen Egg's side as it roared in pain. It swung a giant muscled arm at Sophia, but she nimbly dodged out of the way.

"Whoa! Is she a Meister?" asked one of the sailors.

"Who cares? Let's get outta here!"

As the two sailors ran, the Kishen Egg tried to throw its massive arm after them. Sophia looped the spiked chain around its arm and pulled. Hard.

The Kishen Egg's arm tore at the elbow, splattering against the ground with a sickening thud. Catching the sickle, she brought it down on the other shoulder. It bit deep, but it wasn't enough to sever it. The Kishen Egg roared again and slogged her right in the stomach, sending Sophia hurtling into the air.

Sophia landed onto the cobblestones and coughed up blood. The Kishen Egg roared again and charged. Sophia's eye twitched. She hooked the sickle around a lamp post and threw the other, burying it into a wall. Pushing herself to her feet, she readied her fists. The Kishen Egg tripped over.

"Black Star Big Wave!"

Sophia slammed her elbow into the Kishen Egg's stomach and followed up with a supercharged punch to the creature's ugly face. The Kishen Egg flew backwards and slammed into a wall. The body turned black and unravelled, revealing the pulsing red soul within. Sophia's eye twitched again. She stared at the red soul floating just beyond her reach, standing paralysed in shock.

"What the hell..?" she asked before a realization hit her like a lightning bolt. "Wait! That was that attack that stupid kid hit me with!"

Shaking her head, she picked up the soul. "So what am I supposed to do with this now?"

Eventually she just shrugged and slid it into the pocket inside her brown cloak and continued on her way. In the shadows however, a different story was unfolding. As soon as Sophia was out of sight, Black Star started fuming.

"How dare that little copycat steal one of my finishing moves?! I can't believe imitators like that would dare try and copy the mighty Black Star! I swear that if I ever see her again I'll-"

"Cool it Black Star!" whispered Soul. "If you're any louder then you're gonna wake the whole damn city!"

"Who cares! I, the mighty Black Star, deserve to be the centre of attention! It's cute that she thinks that imitating me is going to make her as strong as me, but she's wrong! Dead wrong! I'm gonna-"

"Maka Chop!"

Black Star fell heavily to the ground, a book half buried in his skull. "Was that… really necessary?"

*v*v*v*

*v*v*v*

Death the Kid peeked behind the stack of barrels in the corner of the warehouse, watching Insidious raise the tarp covering the barrels of fuel.

"Now this is lucky." Insidious snorted. Letting go of the tarp, he drew both dagger and rapier as he whirled around. "You can come out now. I don't like talking to someone who doesn't show their face."

Kid stepped out from behind the barrels and walked into the pale moonlight. "How long did you know I was there?"

"Call it a hunch and leave it at that. So where are your friends? Isn't setting two Meisters against an ordinary soul a bit much?"

"No matter how you look at it, she's a golem, and a finely crafted one at that. Even if her type is forbidden to exist." Kid mused before raising his twin pistols at Insidious. "What I'm more concerned about is where you're going."

"Where I'm going is none of your business. Though you seemed to know exactly what I was looking for. I'm sure you know that boat fuel is a rather specific thing to need, and what a coincidence! I find a whole pile of it sitting in the middle of an otherwise empty warehouse. Clearly you know that I was planning on taking a little vacation, so I have to ask, who or more accurately what tipped you off?"

"Oh, you know. That sign in blood on a grassy hillside that could be seen from space."

"Subtle, wasn't it?" Insidious sighed. "Well you got me. I'm going to that stupid Witch Masse or whatever they called it, so what now, Reaper Boy? Are you going to try and kill me? Take my soul? Because you should know that I'm not about to roll over and die just because I was born different to you!"

Insidious' words took Kid back a little before he had to block the dagger thrust into his face. Stepping on the black rapier, he jumped backwards and aimed the twin pistols at Insidious. Firing off a few shots into his torso, he dodged out of the way when Insidious yelled in pain and rushed in with the rapier.

'Strange.' Thought Kid. 'I don't think he's aiming for me at all. If anything, he's trying to knock Liz and Patty out of my hands or something.'

Kid's thoughts were interrupted as a feint caught him off guard. Stabbing the rapier into the ground, Insidious clamped an iron hand around Patty.

"Paralyse!"

Kid jumped backwards and stared at the glowing rune etched into the metal. He tried pulling the trigger, but nothing happened!

"What? When did he..." Kid muttered.

"Patty! Patty, what' wrong?!" shouted Liz.

"She's been paralysed! It'll only last for a few minutes, but until then… Until then…"

"Oh no. Please, Kid I beg of you! Not now!"

In a matter of microseconds, Kid was in the foetal position, blubbering. "I'm asymmetrical! Oh god why?!"

Insidious could only stare in surprise. "Seriously? He's really obsessed with symmetry, isn't he?"

Liz turned back into human form and returned with a depressed and pleading look. "You have absolutely no idea."

"It's kinda pathetic."

"Eeyup."

"Ugh. Saying this may be against my better judgement, but have you noticed that the word 'Symmetrical' isn't exactly symmetrical either?"

Kid was silent for a moment before bawling even louder. "Oh god you're right! Symmetry isn't even symmetrical! Oh god why is this happening now of all times! The equilibrium is totally out of balance!"

"Oh great! Look what you've done now!" Liz shouted. "You're doing this on purpose aren't you?! You're enjoying this, I can see the damn smirk on your face! Get out of here you little creep!"

Insidious, the unscrupulous man that he was, was busy carving several runes at the base of the pyramid of fuel cans with his iron fingers. Before he left the warehouse, he stuck his head back inside.

"I may or may not be back for these later. And don't worry. Your sister's fine."

Liz was surprised at the Witch for not only knowing what she was thinking about, but for reassuring her like that. Of course, it could all be some kind of nefarious scheme where he would take control of his sister's mind and use her to chop her up in her sleep and use her flesh to make soup with garlic and onions and feed it to Lord Death.

…

Maybe she was overthinking it a little.


	4. Chapter 4

(Just a small author's not here guys. PLEASE REVIEW. I CANNOT STAND NOT KNOWING HOW YOU PEOPLE SEE MY WRITING. IF YOU CAN, PLEASE SPREAD THE WORD SO I MAY GET MORE POPULAR. That will be all. Enjoy the new chapter!)

Sophia crept across the deck of the small fishing boat, looking out for anyone who might be aboard. Seeing nothing, she crept to the cabin and pushed in the door.

"Okay, so I've found the boat. Now I have to get back to Insidious." She muttered. Closing the door behind her, she walked off the boat.

Only to find Insidious running towards her at breakneck speed.

"Sophia! Start the boat!" he roared, leaping over the water onto the boat. "We've been followed again!"

"Right!"

Maka and Black Star burst from the shadows of an alley as Kid joined them on his skateboard.

"Damn it!"

The engine of the fishing boat sputtered to life as Insidious scarred the wood with an iron finger.

"Teleport!"

The pyramid of fuel barrels thudded onto the deck, causing the boat to wobble and sway. The boat pulled away from the dock. Black Star tried to leap onto the boat, but Insidious rushed over and kicked him in the stomach, back onto the cobblestone dock.

"I'm sorry ladies and Meisters, but this is where we make our leave. I'm sure we'll meet again." Insidious taunted.

An awkward silence descended as the boat slowly pulled away from the dock. The six of them stood awkwardly, the boat drifting slightly as it moved with about the same speed as a garden slug.

"Oh come on! Couldn't you have picked a getaway vehicle that was a little faster?!" Insidious shouted, stamping a foot on the rough wooden deck.

"Hey! Don't blame me! It's not like you told me to get a specific boat or anything! Can't you make this tub any faster?!"

"My runes don't work like that! They're only capable of doing simple things!"

"So make a speed rune or something!"

"Didn't I just say I couldn't do that?!"

The two continued to bicker as the boat drifted into the distance, leaving the three meisters and their weapons on the docks.

"Those guys are pretty dumb, huh?" Maka deadpanned.

*v*v*v*

*v*v*v*

A round black room. Three books lay on a table. A woman, her face hidden by a hood and veil sat at the end of the long polished table.

"Which one, my darling?" The woman asked.

The young boy at the opposite end, too young for his oversized hat to fit, stared with his strange colourless eyes at the three tomes. "Why can't I pick all of them mummy?"

"A Witch can only use one unique aspect. These are the three aspects that we were able to get at the last Witch Masse."

"Well…" The boy muttered, a bandaged thumb close to his mouth. His eyes passed over the three books before picking up a purple one. "I want this one!"

"Are you sure? Runes are very complicated and difficult to master. Why not the other ones?"

"But I don' wanna! Elephants are dumb and slugs are icky!"

The woman laughed a little. "All right. All right. It is your choice after all."

The boy was happy. His hands always hurt and they didn't have a home anymore, but he still had a caring mother. She was happy. He was happy. That was all he needed.

A door burst in and light flooded into the circular room. The woman stood up but was immediately sliced in half, her chair turning to splinters. She didn't even fight back. Couldn't. Tears formed in the child's eyes as he saw the purple orb hovering where his mother was just sitting. A dainty hand reached out and grabbed it before handing it to another one. This hand was revealed to be a sharply dressed man with bright red hair as he stepped out of the shadows.

"Well that was far easier than expected." He snorted.

"Yes. With this soul you'll officially become a death scythe. I'm so proud of you!" The woman said, barely able to contain her sadistic excitement. The Meister and weapon noticed the cowering child in the darkness of the room. "So what do we do with the Witch's child?"

The man with red hair looked at the broken child, clutching the purple book to his chest with bandaged hands.

"I dunno. He's still a Witch but he's also just a kid. And I don't kill kids."

The child stared at the man, a mix of anger and sadness flowing out of his tears, staining his eyes red. The anger, pain and rage ran wild through his brain, piercing deep into the very reaches of his young soul. A little red demon in a tuxedo, with hands and arms too large for his body grinned sadistically.

The world turned dark again.

*v*v*v*

*v*v*v*

Insidious' eyes snapped open and he frowned. He'd had that damned nightmare ever since he was twelve. That stupid little demon thing, the man with the red hair and that blonde woman. It all troubled him. He swore he'd seen her face somewhere before recently, but he couldn't quite place it.

"Insidioooooous!" shouted Sophia from above deck.

Insidious groaned and stretched, the vertebrae in his neck popping and cracking. Throwing on his cloak and hat, he clambered up the ladder and opened the trapdoor. "What's up?"

"I'm hungry!"

"Is that it?" Insidious sweatdropped. "You're a golem! You're not supposed to feel hungry!"

"I know that, and I ate almost everything on the ship, but I'm still hungry!" she complained.

"You ate everything?!" shouted Insidious. "That food was mine! Not yours!"

"Well how was I supposed to know that?!"

The sea around them was calm, the spiky sun huffing in the heat. The lazy wake left by the boat drifted sideways into the perfectly flat horizon. The engine sputtered and shuddered until it stopped.

"Damn it! The engine's busted." Insidious groaned. "Blasted machine!"

"Whaaaa?! How are we supposed to get there now?!"

Insidious was busy thinking. "Sophia, what did you do with the empty oil barrels?"

"Huh? Well…"

"You threw them overboard, didn't you?"

"Yeah…"

"Damn it. Looks like we'll have to empty one out. This could work in our favour though…"

"What? What do you have in mind?"

Insidious jumped down the trapdoor and opened up a barrel of the stinking boat fuel. Tipping the fuel onto the floor, he thought for a moment before scratching on the iron floor with a finger. Hauling the now empty barrel up to the main deck, he tore a length of rope off the ground. Bashing in the lid, he turned it over and scratched an emblem on the bottom.

"Hey, what's that?"

"Well when you sit in one place for over a week, it's almost impossible to keep new thoughts away. I think this rune will be able to let us fly."

"Oh! I've always wanted to be able to fly!" she said, eyes sparkling as Insidious tied the rope around the barrel. Insidious then took off his boots and carved two of the runes into the heel of his curly boots. Putting the boots back on, he clicked the heels together and spread his arms wide.

"Seven League Boots! Fly!"

The various debris scattered around the deck of the ship was blown backwards as Insidious was lifted up into the air.

"It works!" Insidious grinned.

"Cool!" Sophia said, clasping her hands.

Insidious suddenly stumbled and fell back to the ground.

"Are you okay?"

"Just not used to flying yet." Insidious chuckled. He walked over to the barrel and activated the rune on the underside. "Magical Barrel! Fly!"

The barrel righted itself and hovered a few centimetres off the ground, wind blowing underneath it.

"How are you able to do that?"

"It's pretty simple really. I mixed a Puppet Rune with a Wind Rune. I can control the wind underneath the object to lift it up into the air using my magic. Mixing runes takes a little time, but the results are well worth the effort." He smiled, crossing his arms. "Now hop in. This boat's going to go up like a bonfire at any second."

"What?!"

As if on cue, a loud explosion was heard below decks. Sophia shrieked and leapt inside the barrel as Insidious grabbed the rope and clicked his heels together.

"Seven League Boots! Fly!"

The wooden deck of the small fishing boat caught fire as the two jumped off and began running in mid-air, Sophia cowering inside the barrel.

"Hey, we had to cover our tracks. We'd just be found again in an instant if we arrived in port on that rickety tub." Insidious shrugged.

Sophia's head was spinning and her teeth began chattering. "Okay, it's official. I'm being dragged around the world by a crazed lunatic of a Warlock and we're being hunted by three Meisters from the DWMA, one of them being Death's own son! I'm going to die again before long!"

*v*v*v*

*v*v*v*

The keyboard in Stein's laboratory clicked furiously as the good doctor typed with incredible speed. Lines after lines of words, algorithms and other scientific work flashed on the screen like an endless parade of numbers and theories. Eventually a piece of paper jerkily slid out of a noisy printer as Stein ripped it out.

"Ah, I've finally figured out how the kid's Rune Magic works."

Minutes later, he was in front of a mirror, talking with Death. "What is it Stein? Have you found anything interesting? The location of another Magic Tool perhaps?"

"No, but something equally interesting. I've found out how Insidious' Rune Magic is supposed to work."

Death's head tilted as a sweatdrop appeared on his mask. "Really? Shouldn't you have been studying something more beneficial to the DWMA at the moment? Like finding ways to locate and combat Asura for instance?"

"Just listen to what I have to say first."

Death sighed a little. "Well, if this new discovery is that important to you, then let's hear it."

"The boy's magic consists of a few basic types of Runes. Elemental, Manipulation and Destruction. Most of the Runes that he uses are combinations of these types of Runes. His second most used rune spell, Explode, uses Fire, Earth and Violent types of runes. Two Elemental runes and a Manipulation rune. Teleport is simply two runes, Displacement and Earth. However, the one big weakness of his is that he needs to be nearby his runes to activate them. That black rapier of his extends the range somewhat, but it's not enough to be considered a long range tool. Without the rapier, he has only a five metre radius to activate his runes."

"Yes, yes. But what's the point of all this? I'm a busy man you know."

"The point I'm trying to make here is that he may be able to use a Puppet Rune to control people, namely students at the academy."

"That's it? It's possible that he might be able to convert a couple of Meisters, but if worst comes to worst, we can tell Sid to take care of him."

"No, that's not the point I'm trying to make at all. His Puppet Rune might prove invaluable if any of our Meisters are overcome by Madness. Maka and Soul have already been implanted with seeds of Madness, and it's even managed to wrap its claws around me. Control would be wrenched away from them and given to Insidious, who fights through them until they regained their sanity."

Death was silent for a moment while he digested what Stein was saying. "Are you sure your head's screwed on right, Stein? Are you saying we should hand control to students of the DWMA to a Witch? Do you have any idea how catastrophic that would be if he used our Meisters, or even you against the DWMA?"

"We can somehow get him to compromise with us. He's been running ever since Sid discovered him. He isn't working for Arachnophobia, that's certain. If he was then he wouldn't have several of Arachnophobia's spies tailing him. So he's obviously only going to the Witch Masse to find safety in numbers. It's also possible that's where another unnoticed faction will see his potential and try to recruit him."

"So you're saying if we can get him on our side since he hasn't taken one already, he'll be a useful instrument in the fight against Asura? And what about Insidious' own Madness? Will he be able to resist the Kishen's Wavelength?"

Stein nodded. "I'm sure you know as well as I do that Witches have a natural resistance to Madness. Unless you have a better idea for dealing with him, his unique abilities and disposition might give us and edge over Asura if he tries to use his Madness Wavelength on the students or other Meisters."

Death hummed in consideration. "Alright Stein, we'll give this a shot. But every bit of damage he does to the Academy is coming out of your paycheck."

The mirror returned to its normal form as the communication was cut. Death rubbed an oversized finger over the mirror. It was time to call his son to tell him the news.

"Yo yo yo Kid! How are things in Oceania?"

"Hello Father. It appears that Insidious thinks he's given us the slip again. His boat's sunken to the bottom of the sea but there's not a reef or rock in sight."

"Oh dear. That's a bit annoying. Oh well. The tracking devices embedded in them are still functioning, yah?"

"We're still getting a reading, so we'll be able to follow them, Lord Death." Maka reported.

"Very good Maka. Though there's something I need to tell you all. A bit of a change in plans has occurred.

The Meisters and weapons gathered around the hand mirror to hear the update on the plan. "Change in plans? What's he talking about?" asked Soul.

"The Witch Insidious and his associate Sophia are now considered a neutral party. If you can, find them and try to strike a deal with them to get them to join the DWMA."

This was met with a resounding chorus of "You want a Witch to join the DWMA?!"

"Now, now, calm down. I have my reasons you know."

"First you want us to hunt 'em to the ends of the earth, now you want to be buddies with 'em? What's the deal?!" shouted Black Star.

"Shut up for a sec and I'll tell you." Death scowled. "Geez, kids today."

As Death explained to the young Meisters the situation, as well as Dr. Stein's plan, a look of puzzlement and anxiousness crossed Maka's face. "So if we succumb to Madness, Insidious might be able to keep us fighting while we pull ourselves out?"

"Correct-o-mundo as always Maka!" Death said. "Look, I know it's a bit of a long shot, but if we can get this whole thing behind us and get Insidious on our side, we might have a better chance at beating Asura. Even if he doesn't participate in any actual combat, he might be useful to make those suffering from Madness docile again."

"No way." Soul said. "I am not letting that creep get anywhere near Maka. Especially not letting him control her while she's vulnerable."

"And what's going to protect him from the Madness?" Black Star asked. "The chain's only as strong as its weakest link, right? So what's stopping Insidious from going crazy and forcing us to fight each other?"

"You might not know this, but Witches have a sort of resistance to Madness. Anyway, the new mission details still stand. If you find Insidious, tell him that he'll be allowed permanent residence and freedom within Death City, in exchange for his services and enrolment in the DWMA as a student."

"And if he doesn't accept our offer?" Soul asked.

"Then I believe you know what to do."

*v*v*v*

*v*v*v*

Insidious landed with a thump on the ground and the barrel clanged on the concrete. Sophia crawled out of the barrel and stretched.

"Oh man! I never thought flying would be such a gruelling experience!" she groaned.

"You didn't do any of the work. I was keeping you in the air and pulling you along." Insidious grumbled.

"If you hadn't forgotten, it rained."

"I poked a hole in the barrel."

"Yeah, while I was in it!"

"I already healed up the wound you, big baby. Stop complaining."

"You'd complain if someone stabbed you in the butt. I never imagined that you'd be a literal pain in the ass."

"That's not important right now. What is important is that we find a place to lie low until the time of the Witch Masse."

The two figures walked through the busy port of Sydney, emerging into the densely packed tourist centre.

"We'd better find some new clothes. We stick out like a sore thumb here." Sophia said. The two of them headed to a clothing shop and soon emerged with new outfits. Insidious was dressed in black jeans, a white t-shirt with green canvas shoes and a camo print Sargent's cap, while Sophia was dressed in a light blue tank top and blue jeans with a pair of sturdy work boots on her feet.

"You certainly like your practical footwear." Insidious remarked when they left.

"What can I say? I like moving around without falling over repeatedly."

"Good thing too. It'd be no good if my one companion was flat on her back the whole time."

"Just what are you implying, mister?!" shouted Sophia.

Only then did Insidious realise what he had just said. "I didn't mean it like that! Honest!"

"Dirty little pervert."

The two continued walking around Sydney until night fell and they found a hotel to stay the night. They swiped the little plastic card through the electronic lock and opened the door, only to find people already waiting inside!

"Finally. I was wondering when you two would show up." smirked the white haired kid.

"Damn it! How did you find us here?! We destroyed the boat!" Insidous shouted, an iron hand going to the dagger hidden in the back of his pants.

"Yeah, without telling me you big jerk!" grumbled Sophia, both sickles already in her hands.

"It's simple really." Kid said, cracking open a can of soft drink. "Ever since we captured you we've implanted tracking devices inside you. We know every move you're about to make."

Sophia was dumbstruck. Insidious however was not impressed.

"Humph. So why are all your weapons in their human form? Just to gloat before you try to take our souls again?"

"Actually, no." the familiar girl said. "We've come with an offer for a truce."

"Truce?" Insidious asked, raising an eyebrow. Now things were getting interesting.

"If you exchange your services to the DWMA and enrol as a student at the Academy, we promise you permanent residence and freedom inside the walls of Death City. This also means we'll back you up if anyone comes after you, like Arachnophobia for instance."

Insidious' mind was operating in overdrive, trying to think of a better way to get out of this.

"She's giving us a very good offer, Insidious." Sophia said.

"Why should I join an organization that was founded specifically for the eradication of my kind? The organization that killed my mother?" Insidious scowled.

"Because if you don't you're going to be caught in the crossfire of a war between the DWMA, the Kishen Asura and Arachnophobia with no one to support you. If you don't die at the hands of the Meisters, you'll be overrun by Arachne's minions or straight up murdered by the Kishen." Kid coolly explained. "So what do you say, Warlock?"

Sophia chose that moment to speak her mind. "He's right Insidious. We can't keep running forever. Sooner or later, the Kishen War is going to catch up to us, and we need to pick a side!"

Insidious gritted and ground his teeth, trying to think of a better way. A way that didn't involve siding with the Kishen or the Meisters.

There wasn't.

He let go of the dagger and stuck out his hand.

"Fine. I'll go with you."

The girl stepped forward and shook his hand. "In that case, welcome to the DWMA, Meister Insidious."


	5. Chapter 5

"H-hey… I don't mean to spoil the mood or anything, but there's something I have to know. What happens to me?" asked Sophia.

"Well…" Kid said, scratching the back of his head before he was interrupted by Black Star.

"First off, you can tell me how you copied my awesome finishing move!" he shouted, steam rising from his nostrils.

"Black Star, not now." sighed Tsubaki.

"I dunno how I did it. I just sort of… did."

"Perhaps I can explain." Insidious said. "You might not know, but flesh golems are used for combat purposes. Normally it's only considered inhumane because you're using a deceased person's body as a doll. I however used the basic ingredients of a human body, plus... a kilogram and a half of limes, and a soul to resurrect her. Her body was created through her soul as a sort of catalyst, and the memories contained inside it shaped her body how she remembered it."

"Plus a bigger boob size." Sophia added happily.

"Yes. That too. But something unique to flesh golems, other than their enhanced strength, is the ability to copy the attacks of just one other person. And from what you've said, it seems that she's copying your moves, Blue Hair Guy."

"My name isn't Blue Hair Guy! It's Black Star, and I'm the biggest star around! So it makes sense why she'd want to copy my awesome abilities!"

Insidious turned his head to Maka. "Humble, isn't he?"

"Oh, you don't want to see him when he's really riled up."

*v*v*v*

*v*v*v*

The group had left the city of Sydney and returned to Death City, where people in the Academy were staring at the Witch walking boldly among them, followed by the golem girl in revealing leather clothing. Black Star however was absolutely furious.

"How come he's getting all the attention?! He's hogging the spotlight! Oooh he makes me so mad! Thinks he's a bigger star than me, does he?! Well there's not one soul in the Academy that's a bigger star than me, Black Star!"

The group of nine stood before a red iron door, a skull symbol adorning it. Kid knocked and the door swung open, revealing a long corridor of red guillotines. Droplets of sweat begun to form on Insidious' forehead. He was really going to stand face to face with Death himself. The legendary Grim Reaper, whose very existence was dedicated to hunting down and exterminating Witches and Kishen. Kishen he was fine with getting killed, but he didn't want to die. He forced himself to continue walking forward, trying to shrug off every instinct to run. Run and hide. Then he saw him.

The crooked and black figure of Death was standing on a raised platform. He felt the cold empty eyes of Death burning into his from behind that white skull mask. He was visibly shaking now. The urge to run and hide came back in full force, adrenaline surging through his veins. Everything he'd ever learned, felt or done was being stepped into the dirt for him simply being here, but now he was so close to Death, he was terrified.

"Insidious? What's wrong?" Maka asked.

"Ha! He's scared of Lord Death! It looks like he's about to piss his pants!" laughed Black Star. "Come on, he's just the Grim Reaper! Oops, my mistake! Ha ha ha-"

"Maka Chop!"

The next second Black Star was lying face down, a rectangular indent in his thick skull.

"Where do you even keep that book?" Soul asked.

"What are you talking about? I always carry it with me." She said, looking over to Insidious again.

"So why haven't you used it in combat? It's obviously really effective." Soul muttered, but his comment went unnoticed by the rest of the group.

"No… No, no, no I… I can't- I can't do this." He stuttered, turning to flee. Maka grabbed his arm, and tried to console him.

"Hey, it's okay. Really. Come on, we're allies remember?"

Insidious calmed down a little, but he was still shaking. As the group continued to advance towards the dais, the shadow of Death loomed larger. Insidious was quaking in his curly toed boots now.

"Well hiya gang! Guess the mission was a success, right?"

Insidious stood still, all colour leaving his body. Did he just hear Death? No. It couldn't have been. When Insidious snapped back to attention, he saw Death's mask right up in his face!

"What's eating you kid?"

Insidious fell backwards as darkness closed in around him. The others however were still fully conscious, even if a little weirded out.

"Did he… just faint?" Soul asked. "That's not cool at all."

"It's like Kid whenever he sees a messy table." Liz groaned.

"HAHAHAHAHAHA-"

"Reaper Chop!"

"Maka Chop!"

Black Star was down again, a small geyser of blood splashing from his head.

"Is it possible we can restore him to consciousness?" Death asked.

"Insidious or Black Star?" Soul asked.

"Not without him fainting again. He's terrified of you." Maka said.

Insidious muttered something, but it wasn't quite clear what he said.

"Are you alright?" Maka knelt down and asked.

"I'm fine, but I have a question. Is that really Death?" he whispered.

"Yeah, it is."

"Oh. He wasn't what I was expecting."

"Really? What were you expecting?"

"Something more along the lines of a voice that would turn your spine to ice and your legs to jelly. Also I was kinda expecting him to strike me down as soon as he saw me. Probably with lightning."

"Yah, I get that a lot." Death shrugged. "Anyway, it's good to have you here Insidious."

Insidious stood back up again, wobbling slightly.

"Now, your studies in the DWMA will begin today, so from now on, you're welcome to stay with either Maka and Soul, Black Star and Tsubaki, or you can stay on campus in one of the dungeons. It's almost turned into a hotel down there." Death offered.

"Well, it would probably be better if Sophia and I stayed with someone. I don't like the idea of staying in a windowless dungeon again. I've lived in windowless single rooms half my life anyway, so a change of scenery would do me some good."

"Indeed. Classes start in a few minutes, so you'd better get going. Go on, shoo."

The group bowed as they walked out of the office, Insidious trembling slightly. As soon as they were out from under the red guillotines, Insidious began to calm down. He'd come face to face with Death himself and emerged unscathed!

"So Insidious, what kind of weapon do you think you're going to have?" Black Star asked enthusiastically.

"Huh? What are you talking about? I already have two." He said, patting the dagger on his hat and the rapier at his belt.

"What he means is human weapons, but I don't think Witches-"

"Warlock."

"Right. I don't think either Witches or Warlocks are able to use human weapons. That's something only Meisters can do. Maybe Lord Death wants to see if this is true. I mean, there's never been any recorded case of any Witch or Warlock actually using a human weapon, so maybe it is possible."

"So who's going to be my weapons?" Insidious asked. "I've always fought with my dagger and rapier, so I don't know how well I'll adjust to anything new."

"Well, the only way is to try! Let's go and find you a weapon!" shouted Black Star, dragging Insidous along with him. The others raced to catch up, but Black Star was already far ahead. "Yahoo! All we've gotta do is find a weapon with no wielder! Shouldn't be tough!"

"How many could there be? Hasn't the term already started?" shouted Insidious.

Black Star stopped dead in his tracks, causing an unfortunate Insidious to shoot forward and crash into a wall.

Meanwhile, in Stein's laboratory, Stein was busily working at his computer when got a short email from Death. It read:

"Insidious crashed into and cracked a wall. $20 deducted from your paycheck."

Stein sweatdropped and slouched in his chair. "He was really serious about that, wasn't he?"

Back in the Academy, the others had finally caught up to Black Star and Insidious.

"Why did you suddenly stop like that! You threw me across the entire freaking hallway!" roared Insidious.

"Hey, it's not my fault you have absolutely no grip on the ground!" he retorted with the same volume.

"Hey, guys! Quit fighting!" shouted Maka. "Come on Insidious, you can stay with me and Soul tonight."

Insidious was about to turn away when he saw something. A flash of bright red hair and the cuff of a suit jacket. His eyes went wide before he shook his head and looked again. It had gone.

"What is it, Insidious?"

"Did you see a man with red hair and a suit?"

Maka made a face. "Don't remind me. That's just my stupid Papa. You may want to hide Sophia too. He's a total player."

"He is?" Insidious asked. His hand was shaking again. This time it wasn't fear. It was barely contained rage.

'What's happening to his soul?' Maka thought. She had sensed something troubling Insidious' soul, but when she took a look, she saw that his Soul Wavelength had grown to the point of enveloping his entire body! 'Why has his Soul Wavelength become so powerful all of a sudden?!'

"Let's go. I don't want to hang around any longer than I have to." Insidious spat.

*v*v*v*

*v*v*v*

Insidious had finally calmed down enough to stop shaking and was busy admiring the fine ceiling in Maka's living room. His hat lay on the nearby table and his rapier and dagger was by the door. Maka also wanted him to take the gauntlets off, but he ignored her.

He thought about Sophia. Back in the Academy, they'd had a conversation.

"Insidious, thank you for everything you've done." She said.

"You're welcome, but why bring this up? Are you going somewhere?"

"Well… I'm going to return to my bakery. It's been a long time, and I think with everything that's happened, I could use a bit of my old life back."

Insidious hesitated. He avoided Sophia's eyes and looked at his boots. "Well… That's fine by me. You are your own person after all."

Sophia embraced him. "Thank you."

That's all she said. Then she left.

Why was everyone suddenly so nice to him? He was a Warlock. The Meister's mortal enemy. Was it all some kind of trick? Were they just going to use him until he had served his purpose, and then they were going to stab him in the back? Well whatever it was, he wasn't going to trust anyone. Especially not Death.

His thoughts were interrupted by a cat with a witch's hat suddenly jumping on top of his stomach. "Hey there. You look new."

"Wait, you can talk?" Insidious asked, slightly shocked.

"Of course I can, silly. My name's Blair. What's yours?"

"Insidious. I'm from the Badlands." He said, looking out the window.

"Ooh, so you're the cool, calm, collected type?"

Calm? When was he ever calm? Underneath his façade he was raging. Furious. All of his life he had been suffering just because his soul was purple instead of blue. His mother was killed, his father disowned him and then was ripped apart, his old friends turned against him, and now, only now was he allowed to walk around without fear of being struck down like a rabid dog?!

Maka burst into the room from upstairs. "Insidious! What's wrong?"

Insidious was shaken from his angry thoughts. "How could you tell that something was bothering me?"

"I could sense your soul from upstairs. Occasionally your Soul Wavelength just randomly spikes! When I look at it, it looks like your soul is on fire! Is anything wrong?"

What was wrong? What wasn't wrong? Every day in the Badlands he'd think about how others had wronged him. How people had abandoned him! How from month to month he'd have to deal with Meisters after his soul to make him suffer the same fate as his mother!

"Do you want to talk about it?"

Insidious narrowed his eyes as he stared at the ceiling again. "What good will talking do?"

"Talking over your problems is the only way you'll be able to deal with them. You can't just keep all your raw emotions bottled up inside you. It's not healthy."

Insidious thought for a while. His anger had shaped him. Twisted him. Made him untrusting. All this was to help him survive. That's all he did before he found Sophia. Survive.

"Yeah. Maybe you're right." He said, sitting up. "So what should we talk about first?"

"Well… Maybe we should start at the beginning." She smiled warmly. She sat down next to Insidious as he began his story.

"I grew up in a small village. Way out in the countryside. Life was pretty peaceful. I was an only child of course. My mother was a Witch, but nobody knew that. My father was just an ordinary human. There we lived for ten whole years. Mum would create golems from her magic to help around the house, doing dishes and cleaning while Dad was working in the mines, digging up iron for the town's forge. Only a week after my tenth birthday, Dad came home early. He saw the Flesh Golems that Mum had created and immediately screamed 'Witch!' The other people from the village ran in and one of them pulled out a sword. Dad tried to join with them but he was cut down. Mum and I got separated in the brawl, and she fled the house while I was dragged away by my school friends."

Maka listened in silence, occasionally writing down a note or two on a notebook that had come out of seemingly nowhere.

"They took me to the blacksmith's where my father's friends worked. They stuck my hands inside the furnace and ripped them out again. They mutilated my hands with daggers, swords and knives so I couldn't try magic. I didn't even know the first thing about it at the time. One of them got scared though. Real scared. He said that I would return one day and take my revenge. They were about to kill me when Mum burst in through the door."

"What happened?"

"She killed them. Every last one in the village." Insidious caught himself grinning viciously before a single tear rolled down his face. "But that wasn't the end of it. Then the Meisters came. Mum and I had to flee. We ran to the Badlands near Death City where we hid for two years, completely undisturbed, never even making contact with the outside world. Mum would hunt for food while I stayed in the dark, changing the bandages on my ruined hands daily. It was like they were back inside the furnace every time I took the bandages off."

Maka's eyes locked onto Insidious' iron taloned hands, one of them crossed over the other.

"But then, two years after our exile, he came."

"Who?"

"I can't remember his face. What I did see though has been haunting my dreams for the past six years. A man with bloody red hair in a black suit."

"Papa?"

"Exactly. I had just decided what aspect I was going to study when the door burst inwards. I didn't even see the blade. All I saw was where once my mother was sitting, a glowing purple orb rested in that man's hand. As they walked out of the Igloo, I could hear him eating my mother's soul. It traumatised me. I was crying blood for three days!" Insidious' teeth were grinding together and Maka stared at his Soul Wavelength shudder and warp, twisted by his rage. "That's when the demon appeared."

Maka's eyes snapped wide. Footsteps thudded down the stairs as Soul burst into the room.

"Did I just hear him say something about a demon?"

"A little red twerp in a tuxedo, hands and arms too large for his tiny body." Insidious growled, hands shaking and teeth grinding. His hands were curled up into fists so tight and the sharp ends of his fingers were scratching the palms of the gauntlets. "All he does is giggle and grin. It pissed me off!"

There was a period of silence. Even Blair was listening, eyes wide in horror.

"Then, I was alone. All alone. So I did what any griever does. I shut myself in from the world. For the first year, I lived inside the Concrete Igloo and practiced my magic. I talked to myself and that little demon all year. Other than him, I didn't have any company. He never had anything to say other than things that would make me angry. Eventually I stopped listening to him. He's only ever bothered me in my dreams now. The next year I made myself these gauntlets, my weapons and home. I would occasionally be tempted to steal things from Death City, but every time I went close I felt scared. Scared of the people inside. Scared of what they might do to me. The demon came back again, offered me a way to erase my fear. I couldn't trust the demon, so I ignored him for another year. He disappeared again. The year after that I got attacked by a Kishen Egg. I was so driven into despair at that point that I felt that nothing was beneath me. I impaled it and crushed its soul. A normal soul saw what I had done. He mistook me for a Meister and thanked me. I wanted to kill him. Break his neck and scatter his guts all over the Badlands as a warning to others! The demon only encouraged me. But then a thought stopped me. I asked him if he had a family. He said yes, and I left. It felt like there was a hole in my gut for weeks after meeting that man. I was about to murder someone and set their child on the same terrible path that I had gone down. I didn't want that. Nobody should go through the hell that I went through. So I started hunting Kishen Eggs. I started collecting them in jars and making myself a collection. I probably had around fifty before… Before…"

"Before what?" Maka asked.

There was a long silence before Insidious spoke again. "Before I found Sophia."

Maka and Soul looked at each other. "He's like Crona, isn't he?"

"Yeah."

"Crona? Who's that?"

Maka looked at Insidious and smiled again. "It's probably best if you meet him for yourself."

*v*v*v*

*v*v*v*

"You wanted to see me Lord Death?"

"Ah, so glad you could come Spirit. You see, it's about the Witch known as Insidious."

"Yeah. It was a little strange for me to sense a Witch's soul in the middle of the DWMA only to see nobody else freaking out." He said glumly. It was especially embarrassing for him when a passing one star Meister told him that it was just a new student.

"Yah. Him. I think it's about time you took some time off. Go to the Bahamas or something. Enjoy yourself!"

"What?! I can't just leave you here without a weapon! If the Kishen comes back, you'll be defenceless! Not to mention I don't want to leave Maka..."

"Do you remember the Witch's soul you devoured to become a Death Scythe?"

"Yeah, she lived out in the Badlands with her kid."

"Well, that kid's grown over the past six years, and he's now attending our fine institute."

"What?!"

"And it's a good thing he didn't see you. If you were to show your face around him, the resulting explosion of sheer rage could well attract the attention of the Kishen or cause Madness to spread like wildfire throughout Death City! It's really for the best. I'll have to pull one of the other Death Scythes out from their duties to serve me here."

"So how long is he going to be staying here? And more importantly, where?"

"He's only just started his studies here at the Academy, so he'll be around for quite a while. You'll have lots and lots of vacation time, so don't you worry."

"You still didn't answer my other question." Spirit frowned.

"Yes… Well, um… I suppose there's no getting around the truth, is there?" Death sighed. "He's staying with your daughter. It's for the best. She's probably got the best chance out of anyone to defuse the time bomb of rage induced Madness ticking away inside Insidious. If he explodes, then it's quite possible that the ensuing events will be worse than the revival of the Kishen."

"Worse than the… You can't be serious! Losing a family member is traumatic, but it was only six years! Like I'm going to let that little hellspawn within a ten kilometre radius of my sweet Maka!"

"Yes, six years. Teenage years. Six teenage years filled with raging hormone levels locked inside a small dark room, going over and over the fact that everyone he'd ever loved or cared about was now either dead or eaten for seemingly no reason."

Spirit's hand involuntarily went to his stomach and he begun to feel queasy. "Oh."

"'Oh' indeed."

"Well then." Spirit said, turning his around and walking back towards the long row of guillotines. "It looks like I'm off to the Bahamas."

*v*v*v*

*v*v*v*

"Crona? Are you in there?" asked Maka, gently knocking on the door. It creaked inwards a little to reveal a lanky looking… thing with pink hair.

"Yeah…"

"Great! I've brought a friend with me. This is Insidious."

"He's a Witch! But he's a guy… I don't think I know how to deal with guy Witches right now…"

"Just call me a Warlock. I don't like being called a Witch." Insidious muttered.

"But I don't know how to deal with Warlocks either! I'm scared…"

"It's okay Crona. Just let us in, okay? He's alright."

Crona hesitated a little before opening the door a little more.

Insidious leaned over and whispered to Maka. "Hey, Maka?"

"Yeah?"

"I can't tell if Crona is a guy or a girl. Which is it?"

Maka was silent for a moment, her mouth open like she was about to answer. "So Crona, how have you and Ragnarok been getting along? Have you been studying for the test?"

"Yeah. Ragnarok fell asleep while we were in the library, but we've been studying really hard."

"Did not!" shouted a high pitched voice as a tower of black blood shot out of Crona's back and solidified into the form of some kind of black creature with a white cross on its face with two beady white eyes.

"Whoa! What the hell?!"

"Oh. Sorry Insidious, I forgot to tell you. Crona here is a Meister that's been combined with the Demon Sword, Ragnarok."

"That's right! We're a lean, mean fighting machine! And don't you forget it, you lousy Warlock!" the black thing jeered.

"Well, at least you got my title right." Insidious snorted. "Hold on, what was that about a test? I've barely even got here and there's a test?!"

"Don't worry Insidious, you've got me to help you study." Maka grinned.

"Yeah, and if worst comes to worst, I can give you all kinds of places to hide cheat sheets." Soul grinned, revealing his unsettling jagged teeth.

"Maka Chop!"

Soul was then lying on the cold stone ground, a rectangular dent in his skull.

"Soul's right. Why don't you use that thing in actual combat?" Insidious asked. "You could have knocked me out instantly with that thing the first time we fought."

"It doesn't really do any lasting damage." Maka said, the book disappearing from sight again while Soul burbled unintelligibly on the floor.

"If you say so…"


	6. Chapter 6

Insidious, Maka, Soul and Crona were sitting in the classroom. Most of the students were looking cautiously at Insidious' hat, which he believed was because it was a very nice hat. Mostly though it was because a Witch's hat in a room full of Meisters stood out like… well…

"Alright class, the test will begin in two minutes. Eyes on your own paper, and anyone caught with cheat sheets will be stripped to their underwear. Oh yeah, and one other thing…"

The zombie professor picked up a badly bruised and beaten Black Star and held him up in front of the class. "Anyone caught stealing answers will leave this room looking like this! Got that?"

Insidious shrank in his chair a little. 'What kind of insane class was this?!' Then he realised something. That was the same zombie that was spying on him in the Concrete Igloo. Now he was his teacher. Weird career change.

"Start writing!"

The rustle of paper filled the air as people started writing. Maka was filling out answers easily, Soul was sneaking glances at the water bottle he had brought in and Crona was nodding silently as he filled in the answers, as if he was listening to someone. Insidious on the other hand… Had a different problem.

"What is it, Insidious? Something wrong?" The professor asked.

"Uh… I… I can't…"

"What's the matter? Spit it out!"

"I can't read any of this!" he groaned loudly.

The class was silent as everyone turned to look at Insidious, who was turning a decidedly dark shade of red.

"HAHAHAHAHAHAHA-"

Black Star's laugher was cut off by Insidious' dagger thrown across the room, which shaved a few of his blue hairs off as it was embedded in the wall.

"I can only read Witch's Writing, okay! I grew up with it!"

Maka looked shocked. "So you're saying the entire time we were studying together…"

"Was wasted. I didn't want to look stupid." He groaned, slamming his head on the desk.

"Alright, save the drama for later. Insidious, you're excused from the test." Sid said. "The rest of you! Back to work!"

"Lucky… jerk…" coughed Black Star.

Insidious walked out of the classroom, head bowed. He shuffled down the corridor.

"I can't believe I did that… I looked like a total moron!" he grumbled. "God, I feel like such an idiot!"

Insidious punched the wall, cracking the polished wooden façade.

Meanwhile in Stein's lab, the good doctor got another email from Lord Death, reading "Insidious broke a wall, damaged another and cracked a desk. That's $50 more out of your paycheck."

Stein's eye twitched dangerously. He was already having hallucinations. He didn't need this right now.

*v*v*v*

*v*v*v*

Insidious stood in the circle with the other three Meisters, with Stein observing them.

"Alright. The first test is to see if a Meister can successfully use Soul Resonance with a Witch. The second test is to see if it is possible to use Chain Resonance with Insidious." Stein explained.

"This seems to be more of an experiment than a test, but we'll give it a shot. Right, Soul?"

"Yeah."

"So wait, how are we expected to do this again?" Insidious asked, rapier and dagger already drawn.

"You need to try and reach out with your soul. I'll try to do the same for you. Just follow my lead, okay?" Maka said. "Ready?"

"Yeah."

Insidious closed his eyes and concentrated. The world of darkness was pierced by a tendril of blue light, edging towards him. He tried to reach out with his own purple soul, but a loud explosion of wind burst around him.

"What was that?!" he shouted.

"Never mind. Let's try that again." Maka said.

Insidious closed his eyes again and looked at the tendril of light edging cautiously towards him. He reached out again, a little more gently this time. He felt a burst of energy enter his soul. At the same time, Maka started writhing in pain.

"Maka! What's going on?!" shouted Soul.

"His soul's too hot! It's burning me!"

The burst of wind returned as the link between their souls broke. Maka fell to the ground as Soul transformed back and caught her.

"You okay Maka?"

"Yeah… Just a little shaken." Maka said.

Soul looked angrily at Insidious. "What the hell man!"

Stein sighed. "It looks like Insidious needs more time to adjust. From what you've told me Maka, he has a huge amount of repressed anger inside of him. This anger could be interfering with the Chain Resonance."

"Yeah, but somehow I think the pain inside me isn't just going to go away with a nice bath and some scented candles." Insidious snapped.

"Hey, chill out man. We're just trying to help." Black Star said.

"Oh, I'm sorry, have your parents been murdered right in front of you in the past six years? Have you watched your entire life crumble and dissolve around you while knowing that there was literally nothing you could do about it?! Have you realised that the only reason you still breathe is because of the pity of somebody else?! My entire life has been a cesspool of meaningless suffering, and you think it's my fault I'm so god damned angry?!"

A sharp pain impacted with the side of Insidious' face. Insidious looked back and saw the face of Maka, wearing an expression that confused him. It was like a mixture of anger and sadness, but it was also something else. He couldn't figure out what it was. He was even more surprised when she pulled him into a tight hug, his iron clad arms dangling by his sides.

"We're trying to help you. Don't you see? We know you've had a hard life, but you've got to learn to let it go."

Let it go? Let it go? How could he let it go? He had been constantly angry. He was always angry. Did he like being angry? No. No he wasn't. Being angry had only made him sadder. Anger brought nothing but pain for him. Pain and misery. But take that away, and what did he have left?

"What are you saying? That I just forget my past? Start fresh? While I like how that sounds, I don't think it'll be possible."

"I'm not asking you to forget everything that happened. I'm not asking you to forgive us either."

"So what are you asking me?"

"I'm asking if you want to be friends." Maka saw the fire surrounding Insidious' soul flicker and waver as the anger inside him subsided a little. "You don't have to be angry anymore. We're all here for you. So what do you say? Friends?"

The fire in Insidious was nothing but embers now. He was dimly aware of tears streaming down his face. He didn't know why he was crying. Dropping his weapons, he raised his arms and returned Maka's embrace. There were people who cared about him! He noticed something else. He was smiling. Not a smile full of malice, or the false smile he wore. A genuine smile. He was happy again.

*v*v*v*

*v*v*v*

Mosquito cursed under his breath as he stared at the monitor. That brat had made friends with the other brats? What a ridiculous sentiment. No matter. One rogue Witch was of no importance to Arachnophobia now. They had the Kishen. As far as he was concerned, the upcoming battle had already been decided.

"Mosquito, shall we inform Lady Arachne of this new development?" Asked a faceless minion.

"No. We must not interrupt the Moral Manipulation Machine's progress." He responded. "The Warlock brat was merely a side plan. The DWMA will still fall!"

*v*v*v*

*v*v*v*

Insidious was sitting on one of the black spheres hovering above the Academy, looking out into the distance as the sun dipped lower into the horizon. What was happening to him? To his life? Ever since he started associating with his enemy, he'd been feeling much happier. It was ironic, to find pleasure in the company of those one should hate.

He looked down at Death City, its many buildings piling over each other, towers jutting out from the mess. How did anyone ever find their way around this city? It was a good thing he could fly with his new Seven League Boots technique. Otherwise he'd be driven insane by the senseless town planning.

Insidious' ears perked up as he heard loud footsteps echoing from below. He looked down and saw the skinny form of Crona running down the steps of the Academy.

'Ah well. He's probably just going home.' Insidious thought. 'But wasn't he staying in the dungeons in the Academy?'

His suspicions were confirmed as Maka ran out of the Academy only minutes later shouting. "Crona! Crona, where are you?!"

Insidious stood up and clicked his heels together.

"Seven League Boots! Fly!"

Leaping down the invisible steps that he willed into existence, Insidious soon caught up with Maka.

"Insidious! Have you seen Crona?"

"I saw him run down the steps of the Academy not too long ago. What's happened?"

"He just disappeared! We need to find him!" shouted Maka. The two ran through the town, Insidious getting separated and lost on multiple occasions. Eventually the two stopped by a fountain, both out of breath.

A loud screeching of rubber filled the air as Soul arrived on his customised orange motorcycle.

"Maka." Was all he said. Maka knew what he meant, but Insidious was busy inspecting the bike.

"Cool motorcycle Soul."

"We'll save the chat for later. For now we have to find Crona." He said, revving the engine as Meister and Weapon sped off towards the city gates. Insidious clicked his heels together and shouted the incantation before running after them with renewed energy.

"How's he keeping up with us?" Soul shouted when he saw Insidious run up beside them.

"I've got a gale force wind at my feet! I could go faster, but then I'd lose control!" he shouted in return.

"Soul, stop!" shouted Maka.

Insidious failed to stop when Soul did and overshot, tripping on an errant sand dune as he went. He rolled in the sand, eventually thudding to a stop. Groaning in pain, Insidious noticed something dull and grey buried in the sand. Digging it out, he saw what it was. It was an iron bound jar, a Kishen Egg hovering inside of it.

Looking ahead of him, he saw a mound of grey stones, many of them cracked and broken. Sliding the jar into his pocket, he stood up and limped slightly over to the pile of broken rock. Shifting some of the rocks out of the way, he found one of the framed diagrams that had hung on his wall, the glass frame, shattered and the wood broken. The diagram itself was one he had drawn of a Kishen Egg. Rolling up the yellowed paper and sliding it into his pocket, he found a deep hole in the wreckage. That must have been how the zombie who was spying on him escaped the self-destruct mechanism. A little more digging found some various other artefacts, like his bedroll, the rest of his diagrams, the broken table, the cauldron which was now dented and warped and several other surviving jars of Kishen Eggs.

Eventually, he heard the low rumble of Soul's motorcycle behind him. He didn't bother turning around as he stood up and looked at the grey stone surrounding him. Footsteps in the sand behind him came closer as he felt a gloved hand on his shoulder.

"This is where I lived. It looks so much smaller than I remember it." Insidious said. He didn't know how he should have felt. Sad? Nostalgic? Angry? He'd had enough anger for his life. All he felt now when he looked at his old home was emptiness.

Maka was looking at the jars of Kishen Eggs scattered around the sand. "How many of these Kishen Eggs did you find?"

"I had fifty. I've only found twenty three. The rest must've been destroyed. They're yours if you want. I don't need them. I only harvested their souls because I needed something to vent my pent up rage on." He shrugged.

"If you say so, Insidious." Soul said, popping open one of the jars and sliding the red soul down his throat. "Thanks. You're pretty cool for a Warlock."

Insidious smiled as he turned to his friends. "Yeah. I guess I am."

*v*v*v*

*v*v*v*

Insidious was sitting in his new room in Soul and Maka's apartment. They had a small spare room with a window overlooking the city, so Insidious was glad he didn't have to stay in the darkness again. All the arcane diagrams and drawings had been tacked onto the wall. He'd even stuck an emergency paper teleport rune on the wall and hidden one in the lounge room. On the windowsill rested one of the last Kishen Eggs he'd recovered, but he wasn't too sure how long it would last with Soul around. He'd have to put a seal on the door or something…

The front door opened and Maka announced that she and Soul were back. Insidious had taken a bucket of water into his room and was cleaning his gauntlets, as well as his injured hands. Which as luck would have it, was exactly when Soul Eater walked in.

"Hey Insidious, have you got a sec? We need- Whoa. I was wondering what your hands looked like under those gauntlets."

"Yeah. They still hurt too." Insidious shrugged, grimacing as he washed his sensitive hands in the icy water.

"Yeah, I guess that can't be helped. Though if it makes you feel better, I'm not exactly indestructible either." He said, lifting his shirt to reveal a long scar, extending from his shoulder to his waist. "I got this from fighting Crona for the first time. Maka was about to get sliced in half, so I jumped in front of the sword and took the blow."

"Well at least you got yours from protecting someone you love. I never got the chance to."

"Now hold on a second!" Soul shouted. "Maka and I aren't in love! You really think I'd go for someone with a chest as flat as a board?!"

A book flew through the doorway and collided with Soul's head, sending him sprawling to the floor. "Shut up Soul!"

"Ow… I almost forgot she did that. A word of advice, don't ever provoke Maka. Her aim is killer." Soul groaned.

"Right… So what was it you needed?" Insidious asked, locking the gauntlets back onto his hands.

"Huh? Oh, right. Maka and I want to know if you can cook tonight. I mean as long as you're living with us, you may as well help out."

"Uh… I don't know how to cook. Unless you want charcoal rats or roasted cockroaches, I'm not the ideal chef."

Soul immediately looked sick at the thought of having to eat rats. Blair however was practically drooling.

"What?! You can't cook? I guess that's another thing I have to teach you." groaned Maka as she walked in. "Come on, let's get you started."

Insidious followed Maka to the kitchen where he was immediately confused. These weird pointy orange things sat on top of a wooden plank, a tiny cauldron full of water boiling above a blue fire sat next to a large shallow metal thing on a similar blue flame. Red squishy stuff sat on top of another plank of wood, some of it already cut into strips. Then there were these weird lumpy brown things that were wet and hot.

"What… is all this?" Insidious asked, immediately getting that 'oh-god-I-feel–so-stupid-but-I-don't-know-why' feeling.

Maka and Soul sweatdropped at the confused looking Insidious. "Seriously?"

"Well you did live out in the Badlands for most of your life, and I guess there aren't many groceries out there." Soul muttered. "Those orange things are carrots, the red stuff is beef and the brown lumps are potatoes. They've already been cooked, so just cut up the carrots and meat and put the carrots into the pot and the meat in the fry pan."

"Okay, I think I've got it." Insidious said. In a flash, his rapier was out and the carrots had been sliced and put into the water, the beef in strips in the fry pan and the potatoes cut into equal thirds.

"Maka Chop!"

A large square indent was present in the top of Insidious' hatless skull as he fell sideways onto the floor. "What was that for..?"

Soul knelt down next to him. "Oh yeah, another rule is that we don't prepare food with our weapons. It's bad hygiene."

"And you only tell me this now?" asked a dazed Insidious.

*v*v*v*

*v*v*v*

The group of four were back in their usual spot, practicing their Chain Resonance. Maka reached out with her soul and Insidious tried the same, both souls connecting, power flowing through both of them!

Stein smiled, sensing the success of the group. "Alright! Now Black Star, Kid, you try to connect to Maka and Insidious' wavelength. Black Star, you go first."

As Black Star concentrated, he could see Insidious' purple soul sparking against Maka's blue one. It was kinda weird, but now that they knew it was possible, there was no reason not to try it. Black Star reached out, trying to adjust his wavelength to those of the other two. As the connection was established, the sphere of power grew significantly larger.

"Three down, one to go! Okay Kid, you're up."

As Kid did the same, the sphere grew again, but suddenly warped around Insidious and collapsed! All four students were thrown backwards, Insidious crashing into and breaking one of the thick tree trunks!

Stein's pager went off, and when he checked it, he could only frown. The message read: "I heard that from the Death Room. $100 off your next paycheck."

"At this rate I'll be flat broke…" Stein sighed as the other Meisters rushed over to Insidious.

"Are you okay?!" Maka said, hauling Insidious to his feet.

"Yeah… Maybe it's just that a Witch resonating with a Grim Reaper isn't the best idea." He coughed, dusting himself off.

"Could be." Kid said. "But then again, it's a wonder that he was able to resonate with any of us at all."

Insidious picked up his weapons from where he'd dropped them and sheathed them again. "Is that all for today Professor Stein?"

"Actually, I was hoping that you'd be able to practice that spell I asked you to develop." He said. "If we can use that in the battle against the Kishen, it could prove invaluable."

"I've developed it alright, but I haven't had time to test it." He said. "It'll only work on people, so I haven't really had many people lining up for experimentation."

"That's okay, it's what we're here for today. Try using the spell on Maka first. I don't think it'll work on Black Star while he still breathes, or Kid because he's a Grim Reaper."

"Now hold on!" shouted Soul. "I don't like this! How's it even going to work anyway?"

"It's simple. I just use a Puppet rune mixed with a Mind rune to send the original soul into an unconscious state while I take direct control. Sort of like switching out drivers in an endurance race. However, my body is going to be completely unconscious while I'm using the spell, and I have to remain within a five meter radius of my body, otherwise the connection will break and the original soul will be thrust back in control. It's risky and impractical, but if this Madness thing I keep hearing about is really that big of a problem, it should work."

"So you'll effectively be taking over Maka's body? No way! I-"

"Soul we've been through this. I trust Insidious, and I'm sure I can break out of it if things get too weird." Maka said reassuringly. Soul was quiet for a while before sighing.

"Yeah alright. Go ahead Insidious, let's see if this works. I won't be bummed if it doesn't."

"Alright." Insidious said, walking over to Maka and rolling up her sleeve. "This might sting a bit."

Insidious carved the rune into Maka's forearm, the scratches bleeding a little where his finger went too deep. Insidious put a hand on the rune and looked at Maka.

"You ready?"

"Just do it."

"Alright. Dominate!" he shouted.

Insidious' eyes glazed over and he fell forwards into the dust and Maka slumped against Soul in scythe form. The others looked in expectation as Stein stepped over to Insidious and checked his pulse. It was faint, but it was still there.

Maka stood up straighter and tested her muscles. Then she spoke, but it wasn't her voice. It was Insidious'.

"Man, this is really weird." He said, rotating his/her arm around and around at the shoulder.

"You're telling me." Maka said. "I can still see and hear everything, but I'm not in control. It's like watching a movie!"

"Wait, they can both speak through the same mouth?" Black Star asked, looking very creeped out.

"It's very off putting." Kid said.

Insidious was a little confused himself. He/she tried jumping slightly and got a strange grin on his face, as if he figured out what it was. He/she ran towards a tree and ran straight up it, grabbing a hold of a branch and swinging himself… herself… up.

"Woohoo! Your body's really light Maka!" he laughed.

"Don't get too used to it." Maka growled.

"My thoughts exactly." Soul said, the eye on the scythe narrowing.

"Wait, how far away are we from my body?" Insidious asked. His body was around three metres away. Insidious stood up on the branch and somersaulted off, landing on his/her feet on the ground.

"Careful you idiot! That's my body!" Maka shouted. A few other curious students were peeking behind trees to see what all the commotion was about.

What they were seeing was a very pale, very silent Black Star, a terrified looking Kid, Insidious lying face down in the dirt and a bi-polar Maka arguing with Soul, all while Professor Stein had a very amused, very scary grin on his face as he watched the events unfold.

Needless to say, many backed away cautiously and avoided the four students and their weapons for the rest of the day.

"Okay Insidious, I think it's time you let Maka have her body back." Stein said. Insidious in Maka's body was hanging upside down in a tree, Soul clutched in his/her hands.

"Shouldn't I get back on the ground first?" he asked.

*v*v*v*

*v*v*v*

Insidious had several ice packs on his head as he watched this new thing called a 'TV' in the lounge room. Who knew that Maka carried that book everywhere she went? As soon as they arrived home, he was set upon by a barrage of books! While he was starting to learn how to read, he didn't think that implanting books into his brain was the right way to help him learn. Thankfully, Maka and Soul had gone back to the Academy for something, leaving Insidious in peace.

The door burst in as Maka stormed furiously into the room.

"What's going on?"

"How dare she show her face back here! Especially after what she did to Crona! I swear… I'm going to-"

"Calm down Maka! Easy, easy!" said Soul, putting a hand on her shoulder.

"Soul's right. Just calm down." Insidious said before turning to Soul. "What happened? Who's back?"

Soul turned to Insidious and gave him what could easily be mistaken for a death glare. "Medusa."


	7. Chapter 7

At first, Insidious didn't know what he was supposed to feel. When Soul and Maka told him everything that Medusa had done, like manipulating Crona and reviving the Kishen, he felt his eyes grow narrower.

"Tell you one thing, she sounds like a twisted woman. I'd like to punch her in the face." Insidious growled.

"You're not the only one." Maka said. "After what she did, what she did to Crona, I don't think she can be forgiven."

"She's being held in the dungeons in the DWMA." Soul said.

Maka stood up from the couch. "Then let's go."

Soul was about to stop her, but she was already at the door. Soul rushed out after her and Insidious put on his hat and rapier belt as he dashed out the door to catch up with them.

*v*v*v*

*v*v*v*

The three teenagers strode through the cobblestone walls and floors of the dungeon level of the Academy with Maka in the lead. They soon found themselves before an iron door. The plate on the door read: Witch Medusa.

"This is it…" Insidious muttered.

"Hello? Is someone there?" came a childlike voice from inside the cell.

Insidious' red eyes narrowed. Soul seemed to notice and put a hand on his shoulder. "Don't let the voice fool you. She's a stone hearted sociopath."

"My, my! How rude of you to say that!" said a different, more mature and malefic voice. "So how's he so special? Why does he get to wander around without chains or restraints, hmm? Oh, unless you've kept him on a leash."

"You shut your mouth!" shouted Maka, pounding a fist on the door.

"Oh! If it isn't little Maka! Tell me, how is Crona?"

"I said shut up!" she shouted again, face twisting in rage.

"Maka." Insidious said. "Step aside. I need to say something to her."

Maka looked like she was about to object, but she stepped away from the door.

"Alright Medusa, listen close because I'm only going to say this once to you." Insidious said, voice dripping with malice and his namesake. "If you ever say, do or even think anything to harm Maka, Crona or any of my friends ever again, I'll personally gouge your eyes out, rip out your tongue and scatter your insides all over the Badlands!"

Soul and Maka were surprised at the focused ferocity of their friend's outburst. Soul was the first to recover.

"Okay, now that we've gotten that out of our system, let's go. Talking to her won't achieve anything."

*v*v*v*

*v*v*v*

Lord Death was pleased at the progress Maka made with helping calm down Insidious. So much so that he decided to get Spirit back from his vacation.

"What is it Lord Death?" Spirit asked. He was in yellow swimming shorts lying on a beach chair in the middle of the sunny Bahamas, half a coconut in hand. It even had the little umbrella and curly straw in it.

"Good news Spirit, Insidious has calmed down enough to not explode like a nuke the minute he sees you! I think it's time you come on back to Death City. Arachnophobia's probably going to make their move any day now."

"Ah. Well… you see…"

"Hmm?"

"I never left."

"What? I can see you're in the Bahamas right now!"

The cardboard screen behind Spirit fell over, revealing the pink and purple interior of Chupa Cabra's. "I couldn't afford the travel expenses!" he wept.

Death sighed as a sweatdrop appeared on the back of his head. "Uh huh. Well at least you're here now. It's a good thing Insidious isn't the type to go drinking in places like Chupa Cabra's. Otherwise it might have been blown off the face of the Earth!"

Spirit shuddered at that thought before returning to a professional expression. "I'll return right away."

The mirror returned to normal as Death saw Sid walking up the steps of the platform. "Heya Sid! What's up?"

"Lord Death, do you think it's about time we did something about Medusa?"

"Hmm. Quite right. As soon as Spirit gets back from his… err… 'Vacation', I'll get him to interrogate Medusa. Hopefully we'll get something out of her."

*v*v*v*

*v*v*v*

Insidious was bored. The teacher was droning on and on about Meister and Weapon interrelationships, but it didn't apply to Insidious. So opening up his workbook, he did what any bored student does. Daydream and doodle. By the end of class, he had drawn a picture of Lord Death, several experimental new Runes and a cat. When the break rolled around, he quickly tore out a sheet of paper from the notebook and scribbled down one of the runes. Throwing it up into the air, he shouted.

"Confetti!"

As he had hoped, the sheet of paper burst into multi-coloured squares and descended into the crowded hallway. Several onlookers were puzzled, amused and some were just confused as to why there was confetti all over the place now. Then Insidious got an idea. He needed to find Black Star.

He found him in his usual spot, a large balcony overlooking Death City. "Black Star! Black Star! I need your help with something!"

"What is it?" he asked, turning around.

"I have the best. Idea. Ever!" he said, holding up a sheet of paper with the Confetti Rune hastily scribbled on it. After showing him what it did, he explained what he needed him for. "We need around one hundred of these before the day ends. After that, I need you to tack them all around the Academy. When the final bell rings, I run around and set them all off! Can I trust you to make fifty or so?"

"Hah! Are you kidding me? I'll make a thousand of 'em! Just leave it to me!" shouted Black Star.

When the final bell rung, there could be heard a loud rustling of paper as an impressively fast shape moved through the academy hallways, followed by an equally fast brown and black streak, who was repeatedly pointing and shouting "Confetti! Confetti! Confetti!" as tons of the stuff rained down on the confused students. It was all very impressive until Sid saw what was going on.

"I just know Black Star was behind this. But where did all the coloured paper come from?! There's only white paper in the notebooks, and we don't have Arts and Crafts in the Academy! Not since the last incident…"

He could then hear in the distance the repeated shouting of "Confetti!" accompanied by Black Star's laughter.

"I never would have guessed…"

*v*v*v*

*v*v*v*

"And when you're done sweeping the hallways, both of you are getting double homework for the rest of the week!"

When Sid left, Black Star fist bumped Insidious. "Dude, that was totally worth it!"

"I know!" Insidious laughed.

"I can't believe you were able to run as fast as me too!"

"Yeah. When I have my Seven League Boots on I can keep up with Soul's motorbike, so I can probably keep up with you."

"That sounds like a challenge." Black Star grinned. "The last one to finish sweeping has to do the winner's homework for the whole week."

"You're on!"

*v*v*v*

*v*v*v*

Insidious was sitting back on the couch, ice pack on head. As soon as he'd stepped in the door, he'd almost been Maka Chopped into oblivion! Now he had to do Black Star's homework as well as his own too! He had made his pen write by itself as he relaxed. It was technically doing his homework! The pen drew upon his own knowledge and wrote on the paper by itself. Maka wasn't too pleased about it, but Soul thought it was pretty cool.

Insidious was instead drawing his attention to the window. It was a nice day. But then something happened to it. A dark shade of red slowly spread across the sky.

"What the hell?!" Insidious said. "That's not normal."

Maka descended from upstairs to check on Insidious when she saw the sky outside the window. "What's going on?"

"Think it might have something to do with the Kishen?" Soul asked.

"It's likely. Come on, we need to check with Lord Death."

*v*v*v*

*v*v*v*

Everything started to get crazy again. Maka was infuriated with Medusa's release, Lord Death was nowhere to be seen and Kid had told them all not to trust anyone in the Academy. Insidious was getting worried. After they left the Academy, Insidious flew off into the air. He had to find Sophia.

"Now where did she say it was? Right next to… Chupa Cabra's was it?"

He saw the garish purple sign and landed in front of the building next to it. The stone and mortar building had a red roof, like most of the others in Death City. Unlike most in Death City, a large sign in the shape of a loaf of bread hung above the door. The lights were on, so he went inside. The inside was brightly lit, and several chairs stood against the walls. The glass counter top contained several different kinds of breads, pastries and other baked goods. Behind the glass counter stood Sophia, her blond hair hanging down behind her shoulders. She wore the same clothes they had picked up in Sydney, plus a multi-coloured apron, covered in flour and sugar.

"Hello! Welcome to- Insidious!" squealed Sophia, leaping over the glass countertop and squeezing him in a bear hug. "I've missed you so much!"

"I've missed you too…" Insidious choked. "Please stop crushing me…"

Sophia gasped and dropped the now wheezing Insidious. "Sorry! I still don't know my own strength." She laughed. "Though it's been really helpful around the bakery. I can lift seven trays of bread with one hand!"

Insidious couldn't help but laugh. "It's good to see that you've gotten your life back together."

"Yeah. Though I kinda miss our crazy adventures." She said, looking into the red sky. "Though it looks like things are about to get a lot crazier around here."

Insidious was quiet for a while as he stared at the red sky. "The Kishen caused this. If it isn't stopped, Madness is going to spread throughout the world. I don't understand what it's doing, but I'm going to help try and stop it. Listen. I need you to get out of Death City."

"What? Why?"

"I know you only just got back here, but please listen. It's likely that the Kishen is going to take the fight to us. I don't want you to be around to be collateral damage in the fight."

Sophia's expression turned serious as she looked at Insidious. "Don't think for a second that I can't take care of myself. You made me that way, didn't you?"

Insidious let out a hollow laugh. "That still doesn't mean I don't care about you."

The bell chimed again as the door behind them opened.

"Sophiaaaaaaa!" shouted a male voice. In a blur, Sophia was behind Insidious, foot planted firmly in the man's face in a high kick and he sailed out of the door and disappeared over a low wall, leaving a very confused Insidious.

"What the…"

"Ugh. Don't even get me started. This creep in a suit keeps coming in and tries to pick me up like one of those cheap girls in Chupa Cabra's. He comes in here after drinking there and tries his luck with me. It's pathetic."

Insidious' mind stopped and thought back to what Maka told him.

'That's my stupid Papa… He's a total player.'

Insidious threw the door open and slammed it shut behind him. Leaping over the wall, he landed just as the man had reached the end of the street.

"Get back here damn you." Insidious said dangerously, teeth grinding together, black cloak settling around him.

The man whirled around. Insidious could see him clearly. Red hair. Sharp suit. Serious expression. It was him alright.

"You… I remember you. You've grown quite a bit, haven't you?" he asked.

"Shut up! You and I are going to settle this, right now!" Insidious shouted, whipping out the rapier and dagger. The man's arm glowed as a black scythe blade burst from it.

"You should just leave it all behind you kid. There's no use clinging to the past. Believe me. I learned that the hard way."

This only served to make Insidious angrier. He was about to run forward when Sophia landed beside him!

"Insidious! Don't-"

"Don't what?! Don't avenge my mother? Don't fill the emptiness in my heart? What shouldn't I do?!"

Sophia shook her head sadly. "Insidious, you know this is wrong. You don't want to do this."

"I do, and I will!" he shouted, running towards the man. The man stepped forward slowly, more and more scythe blades appearing all over his body. Insidious roared and lunged forward with the rapier.

A familiar book thudded against Insidious' skull as he was sent flying, eventually coming to a stop against a wall.

"What the hell do you think you're doing?!" shouted Maka, her face twisted into a mask of fury while walking quickly over to Insidious.

"Taking my revenge!" he shouted, earning a slap from Maka.

"And what the hell do you think that'll accomplish? Will it make you feel better?! Will it bring your mother back?! Well? Answer me!"

Insidious couldn't look her in the eyes. How could he? All he felt he could do was stare at the cobblestones, tears forming in the corners of his red eyes.

"I know I've said I hate him, but he's still my Papa! Do you think I'd just let you attack him like that?!"

Insidious felt guilty. Helpless. Angry. It was just like when his mother had died. That same pain, boring into his gut like a corkscrew. He let go of his weapons and hid his face in his iron palms. He didn't want anyone to see him like this.

"How can you make the pain go away? How do you heal a broken heart?" He asked between choked sobs.

"You can't." The man said, scythes retracting back into his arms. "It's a pain that can never go away. All you can do is learn how to live with it."

Insidious lifted his hands away from his face, his red eyes turned bloodshot. "Who are you?"

"My name is Spirit. I am Maka's father and Lord Death's personal Weapon, a Death Scythe."

Insidious stood up and sheathed his weapons. "Well Spirit, I have one thing to ask of you."

"And that is?"

Insidious turned around and began to walk off. "Don't get killed. Otherwise, this will never be settled between us."

"Where are you going?" Maka shouted after him.

Insidious paused for a while before clicking his heels together and muttering the incantation. "To find something."

*v*v*v*

*v*v*v*

Insidious touched back on the ground in the middle of the Badlands. Walking towards the mound of rubble, he stood on top of it and turned to the setting sun.

"Over the hills and far away…"

Insidious didn't want to fly. Instead he walked. It was a long journey, but he had to make it on foot. He walked for hours towards the spiked orange ball until he saw it. On top of a hill, the silhouette of Death City in the distance, was a pile of yellowed stones wrapped in tattered and faded lavender cloth. Holding back a lump in his throat, Insidious continued his pilgrimage. When he reached the top of the hill, he saw that it was exactly as he last saw it. The lavender cloth fluttered in the breeze, whipping back and forth like a snake. Atop the pile of stones was a crudely made cross, the top of it stained with blood. His blood. It was so long since he'd visited this place.

Insidious walked up to the pile of stones and sat down in front of it. "Hi Mum. I guess it's been a long time. I'm sorry I haven't visited you."

Insidious was silent for a while, as if hoping for, or imagining a response before continuing.

"I'm sorry Mum, but I need something. It's important."

Insidious began to dissect the monument, first unwrapping the scarf and throwing it into the wind before delicately taking each rock off the grave, as if they were made from the finest crystal. When he was finished, he swept the layer off dust away, revealing a wooden trapdoor. Creaking it open, he lifted out a long wooden box. Insidious laid it on his lap and breathed deeply.

"I'll give it back. I promise you Mum. When all this is over, I'll come back and return this to you."

Opening the box, he saw its contents. On a snow white pillow rested his mother's weapon. A huge grey broadsword, the sharp blade about the width of his forearm. Many the blood groove of the blade crackled and sparked with his mother's ancient magic, and a large purple crystal glowed ominously on the pommel. As soon as he grabbed the handle of the sword, Insidious' sclera glowed purple, his irises still blood red. Beneath the pillow lay the plain metal scabbard, which he slung onto his back. Sliding the sword into the scabbard on his back, Insidious stood up.

"Goodbye Mum. I promise I'll come back."

Insidious descended from the hill, only to find Maka, Soul, Kid, Liz, Patty, Black Star, Tsubaki and surprisingly, Sophia in her battle costume, all waiting for him.

"I was wondering when you were going to come down from there." Soul said, wearing his trademark smirk.

"Yeah! I thought we would have to go ahead without you!" Black Star shouted.

"Go? Go where?" Insidious asked.

"We're going to Baba Yaga Castle. It's time to take the fight to Arachnophobia." Kid said.

"But what are you doing here Sophia?"

"I'm not going to sit on the sidelines and watch. I want to be right in the thick of it and kicking ass!" she shouted. "So what about you? Are you going to join us?"

Insidious looked at all the people gathered around him. No, they were more than just people. They were his friends. He dipped his hat lower and gave his own smirk.

"Hell yeah."


	8. Chapter 8

The plan had been simple. They would all wait at the designated location for their orders. The two meisters and weapons, one warlock and golem girl were sitting in a rocky outcrop in the jungle, waiting. Though Maka seemed distracted.

"What's wrong Maka?" Tsubaki asked.

"Uh oh, you're not getting cold feet, are you? Because there's nothin' to be afraid of! Not as long as I'm here anyways! With a big star like me around, there's no-"

"Quiet down Black Star! You want the whole of Arachnophobia to hear you?" Insidious whispered.

Soul stood up and walked over to Maka. "You still thinking about that crap from last night?"

"Maybe." She said gloomily, burying her head into her knees.

"Come on, you've gotta keep your head in the game! You of all people should know that!"

Maka was silent.

"Don't worry Soul, I'm sure Maka's going to do really well today." Tsubaki reassured, though Maka still looked like she had her doubts. Insidious waited. Nervousness never got Maka down from what Soul had said about her. So what could it be?

"You had a conversation with Sid before we left, didn't you?" Soul asked, putting a hand on her shoulder.

"What? About the Genie Hunter move? I told you, it's-"

"No not that. About Miss Marie and Crona. Do you really understand why it had to be the two of them? The DWMA made a deal with Medusa."

Insidious stood up from the rock he was leaning against. "What?"

"Because of that, we can't harm her. But Crona's in exile, and Miss Marie left her teaching job at the Academy. Lord Death's making some pretty low moves these days, huh?"

Insidious meanwhile was grinning internally. He thought it was masterful plan, using two people who really wanted Medusa dead but were not a part of the Academy. He only wished he could go along with them.

Black Star sat up. "Look, we can't afford to worry about every little thing right now."

"If you ask me it's the other way around." Maka said.

"I don't know about you, but I came here to win! I'll take down every last one of them, and when that's over, I'll surpass God!"

"Lofty aims." Sophia smiled.

"Great. There he goes again." Soul sighed.

Maka pulled her head back into her knees. "What should I do?"

Insidious chose that moment to speak. "Go after him."

"What?"

Loud explosions and the clamour of battle filled the air.

"The enemy is here! Commence battle at once, men!" someone shouted nearby.

Black Star leapt down from his roost. "Yeah! I hope these guys are ready to see one hell of a performance!"

"Not yet Black Star, hold on." Tsubaki said.

The silence returned as Sophia and Insidious stood up, Maka and Soul already standing.

"So what do you think Maka?" Soul asked.

"The Kishen has to be defeated. The Academy's doing the right thing… But still… There's no way I can abandon Professor Stein and Crona. It's not who I am. I can't just forget about them." Maka said before beating her fist against a wall. "What do I do? What do I do?!"

"Come on Maka, get a grip! Decide what you're going to do!" Shouted Soul.

"He's right Maka. If Crona is this important to you, then it's something you've got to do." Sophia said.

Maka was silent for a while longer before she spoke again. "I see now. You know it's funny. My Dad always warned me to choose my friends wisely. And he was right. Look at me. A perfect student, and thanks to you guys, I'm a rule breaker."

It turns out Maka didn't need any more motivation. Insidious could tell just by the determined look on her face.

"Sorry guys, the rest is up to you!"

"Huh?" asked a faintly surprised Black Star. "What's with her?"

"From now on I'm gonna be doing things my way!" she said triumphantly before she and Soul ran off into the jungle.

"Don't worry about a thing, Maka! Just come back alive!" Insidious shouted after her.

"I don't know what she's talking about. Maka couldn't be more wrong." Black Star shrugged. "I don't care what she says. She's still a perfect student."

All four of the remaining people smiled before Insidious turned to Black Star.

"Alright Black Star. You want to stick together or are we gonna race to the castle?"

"I don't get why you want a competition, because there is none with me around!" Black Star laughed.

"Alright then, how about this. The first one to reach the castle does the other's homework for the rest of the year."

"Deal!" shouted Black Star, rushing past Insidious with Tsubaki in tow. "I'll see you at the castle!"

*v*v*v*

*v*v*v*

Insidious and Sophia raced through the jungle until they came to the designated point. As if on cue, hundreds of armed minions jumped out, weapons pointed at the two. Insidious snarled and lashed out with his boot at one of the front runners, sending him crashing into the ones behind him. Sophia threw one of her sickles, minions diving out of the way to avoid it. Seeing it wrap around a tree trunk, Sophia got an idea.

"Insidious! Throw me sideways!"

Insidious stabbed the dagger and rapier through two minions and whirled around, picking up Sophia and hurling her with all his might and whipping around again, catching his weapons as they fell to the ground and returning to the fight all in one swift movement. Sophia kicked at minions as she was looped around the tree, the spiked chain decapitating and bisecting several minions unlucky enough or too slow to dodge. When she finally came to a stop, several cloaked minions saw their chance and charged with renewed fervour. Sophia gripped the handle of both of her sickles and pulled, the tree slicing in two from the spiked chain. The tree fell with a great crash on top of several minions, with Insidious only just dodging out of the way in time.

"Hey, watch what you're doing Sophia! You almost hit me with a tree!" he shouted, quickly switching to the broadsword, his sclera glowing purple, he pointed it at several minions and shouted again. "Witch's Lightning!"

A great purple spark shot out of the end of the broadsword, arcing between several cloaked figures as their brains boiled inside their skulls. Insidious charged in again, swinging the massive blade and cutting down minions left and right. By the time the two were done, they were standing in a field of floating red orbs. Sophia then pulled an empty hessian sack and then started putting the floating Kishen Eggs into it.

"What are you doing?" Insidious asked, sheathing his weapons.

"I've decided to try and invent this new Kishen Bread made from Kishen Eggs. I can sell it to Weapons and make a fortune! If I can get the recipie right."

Insidious sweatdroped as Sophia industriously stuffed all the souls in the bag and tied it up, leaving it on top of the stump of the fallen tree.

"Remember where we left this, okay?"

*v*v*v*

*v*v*v*

Insidious and Sophia continued to walk through the thick jungle. Insidious was getting paranoid again. They had gone ten minutes without seeing any attackers, a trap or any kind of ambush! They were so close to the cavern, so what was happening? Then Insidious saw several logs that had been bashed together, a pile of rocks and a number of spikes embedded into a tree trunk.

"Black Star was here, I know it." Insidious mumbled.

Following the trail of destruction, they eventually found themselves in a cave. The same cave system Mosquito led them through to meet Arachne. Eventually they found themselves in front of the giant spiderlike castle, a huge arena made of swords and police tape haphazardly constructed in front of it.

"What do you think happened here?" Sophia asked, ducking under the tape as they ran for the entrance.

"No idea. Let's keep going." Insidious said. The castle started to shudder as it began to rise from its anchoring. "What the hell?!"

"Uh, Insidious… The castle's moving!"

The castle slowly began to rise on its giant concrete legs, the huge dome atop the castle rising to reveal some kind of cannon! It began firing, and the two below could hear loud explosions in the distance!

"Damn it! Sophia, grab on!" Insidious shouted, clicking his heels together. "Seven League Boots! Fly!"

The two rocketed skywards, bursting through the stone wall of the castle. Several minions were cut down by the two as they ran through the corridors. Eventually though, they came across a strange group. Four little pink haired women, a man in a prison uniform and a terrified looking Witch.

"You six! Are you with Arachne?" Insidious shouted, pointing an iron finger towards them.

"No!" shouted the Witch. "Are you?"

Insidious lowered his hand. "As a matter of fact, no. So what are you doing here?"

"We're escaping. Are you another friend of Medusa's?"

In a flash of movement Insidious was directly in front of the Witch, black rapier pointed to her throat. "Don't ever mention that name. Do I make myself clear?"

The Witch gulped before nodding. Insidious sheathed the rapier again.

"Good. Now get out of here. I have a feeling this place is going to become a warzone before long."

The Witch looked at him cautiously before running past, her companions quick on her heels.

"Let's go Sophia. The others are probably waiting for us."

Insidious and Sophia continued running before they crashed into another group of minions. This time they had several giant golems as backup. The golems roared and charged at Insidious, who nimbly ducked under its legs and raked his fingers across his back before kicking it with both legs, causing it to topple over and hit the ground with a crash.

"Explode!"

The golem burst like a giant clay balloon, flecks of brick and pottery stabbing through minions like shrapnel from a grenade. Several minions caught in the blast slammed against the walls and fell to the ground. Sophia lassoed two minions together and whirled them around, using them as flails against the others. Insidious turned to slice a minion open with his dagger and a huge clay fist slammed into his back, knocking him against a wall. Sophia whirled around to see what happened and was caught in the stomach by a minion wielding a hammer! The minions surrounded them and were just about to attack again before a loud shout rang out.

"Royal Thunder!"

A huge yellow spark burst through the air as three of the minions threw off their masks and cloaks. Three teenagers, a bald one with two thick triangles of hair on either side of his head, thick glasses and a golden spear in hand, a pink haired girl with an iron lamp belching fire and a black guy with two huge gauntlets. The three dispatched the rest of the minions, Insidious thought he recognised some of them.

"Hand on, aren't you guys in the same class as Maka?" shouted Insidious, leaping back into the fight with rapier and dagger in hand.

"Yeah. You're Insidious, right? The Witch on our side?" asked the girl.

"Warlock, but yeah. So who are you guys?"

"Ox Ford!" shouted the bald guy, twirling the spear around him, cutting down several minions. "And my partner Harvar!"

"Kilik," answered the black guy, smashing the ground where a group of minions were standing with his mighty gauntlets. "And Pot of Fire and Pot of Thunder!"

"Kim!" shouted the girl, the lantern in her hand engulfing the last golem in a blaze of fire. "And Jacqueline!"

By the time they were all introduced, the hallway had been cleared. Before any of them could speak, a huge crash filled the air and the walls and ground of the castle shook!

"What the hell?!" shouted Insidious.

A huge part of the wall fell away, revealing a sight none of the people present thought they would ever see.

"Is that…" Ox began.

"It couldn't be…" Kim said in equal disbelief.

"That has got to be the single stupidest and most awesome thing I've ever seen." Kilik said, eyes wide.

Death City had, quite literally, grown legs. And was now slowly advancing towards the giant spider fortress. That they were currently in.

"Oh crap." Insidious said before the group was thrown to the side, slamming against the wall as the castle sped around Death City.

Death City had two giant arms that swung at Baba Yaga Castle, each time they swung at it they only narrowly missed them. The group of five clung to the ground, each of them yelling.

"Oh god, we're gonna die!" shouted Ox.

"Why doesn't this thing have seatbelts?!" Kilik yelled.

"Just hold on!" Kim screamed.

"Hang on, what's it doing now?" Sophia asked. The giant city robot was sliding its hands under the castle.

"I have a bad feeling about this..!" shouted Insidious as everything began to rumble.

The entire building rumbled and rotated and Insidious quickly activated his Seven League Boots and grab a hold of Sophia. Soon both of them dropped to the floor… ceiling and looked around.

Insidious kicked the ceiling. "Damn it! The floor plan's backwards now! I've forgotten where the hell we are!"

The three Meisters struggled to stand up, their brains in a daze from the sudden movement and being thrown around like ragdolls.

"I swear I'm never going to a theme park ever again." Kilik groaned, rubbing his head with a giant gauntleted hand.

The castle began to rumble again and flipped over quickly, sending Insidious and Sophia crashing headfirst to the floor. The castle rumbled and moved, the City then reached back and stabbed a finger into the top of the castle. When it pulled out of the castle, he noticed a tiny figure dangling off the edge of the finger.

"What is that thing?" Insidious asked starring at the dangling figure.

Before he could identify it however, a huge jagged row of teeth appeared in the face of Death City. It held the figure up in front of it and dropped it into the city's gaping maw.

"…" said Kilik.

"…" said Ox.

"…" said Kim.

"Well whatever it was, it's gone now." Insidious said. "Come on, we've got a Witch to find."

*v*v*v*

*v*v*v*

After running around the castle aimlessly, Insidious and Sophia had been separated from the other group. Then they heard a series of loud explosions. What felt like a shockwave hit Insidious in the gut before he charged towards the nearest set of stairs, the large broadsword clattering in its sheath on his back.

"Hey! Wait for me!" shouted Sophia. At the top of the staircase, they found only a wall. Insidious didn't bother looking around and bashed through the wall with his iron fists until they found another staircase. The two of them sprinted up the final staircase, a crimson light filling their eyes. As soon as they reached the top, a wall of darkness sprung up behind them and circled around them. Insidious squinted his eyes against the light, not noticing three other shapes drop into the sphere of blackness circling around them.

The air was eerily calm in the bubble. Insidious opened his eyes and saw the three Meisters beside him, weapons in their hands. Sophia unsheathed her sickles and Insidious quickly scratched a teleport rune on the ground before drawing his weapons.

"Yo Maka, Insidious. Showing up a bit late aren't you guys?" Black Star grinned.

"Sorry. I had some things I needed to take care of." Maka smirked.

"Sophia and I got a little lost. I guess I'll be taking over your homework, right Black Star?" Insidious said.

"Heh. You bet."

"So we all began this battle in different places, and here we are back at the end of it." Kid mused.

"Yep. I'm not complaining." Maka said.

"Neither am I." Black Star added.

"Don't count me out." Sophia said, twirling the sickle around quickly by the chain.

The five of them stood in silence, looking at the mound of rubble formed around the Kishen.

"Don't let your guard down. If you do, the Madness will consume you." Kid warned. "We can't afford to let that happen."

"We know." Maka said.

"He got me last time, but now I'm gonna make him pay!" growled Black Star.

Insidious looked to the side and saw Sophia was trembling. He put a reassuring hand on her, but it only made her shiver more.

"Sophia, hold onto this and stay close to me." He said, handing over a strip of yellowed parchment. Sophia tucked it into the side of her glove for safekeeping.

The three Meisters paused as they conversed mentally with their weapons. The twin pistols in Kid's hands glowed brightly and turned into giant cannons that covered up to his forearms. Maka's scythe grew to huge proportions and glowed a rainbow of colours, causing Insidious to shudder. He felt the danger from that scythe coming off in waves. Insidious narrowed his eyes and looked at the Kishen, seeing a faint red outline form around it.

"What the hell…" Sophia said, stepping backwards slightly. "Is that the Kishen?"

"He must have killed Arachne and swallowed her soul!" Kid spat.

"I don't care what you look like Kishen, I'm still going to destroy you. Got it?" Black Star challenged.

The Kishen seemed to notice them. "Little insects. Yummy. Come closer little insects."

"Listen up! Soul is about to play!" Maka announced. "Everyone ready?"

Insidious was confused. Play?

Then he heard it. The sound of a piano, beating out a complicated, dark and seemingly muddled melody that filled his brain. Almost perfectly synchronised, the five of them rushed forward, with Black Star dealing the first strike. The sword scraped against the giant grey Kishen's forearm guard, sparking as the blade slid against it. A fiery explosion impacted against the Kishen's face and Maka swung downwards with the transformed scythe. The Kishen blocked the mighty strike, and Insidious saw his chance. Rushing in with the rapier, he slashed upwards with the dagger and stabbed at his unprotected chest with the rapier, the blades simply bouncing off the Kishen's rock hard skin! Black Star attacked again, but noticed the same thing!

"His skin's as hard as armour!"

"Keep it coming!" said Kid as they launched back into the attack. The three Meisters danced around the Kishen, slashing at its legs and feet. Sophia hooked her sickles in the bandages surrounding the Kishen's head and pulled herself towards it, her boots crashing into its centre eye. She launched herself backwards and ran around the Kishen, the twin sickles dancing around her as she ran in a strange formation, looping the quickly moving chain around several pile of rubble. When she was done, the chain had formed a star around the Kishen's legs.

"Trap Star!" Sophia shouted, pulling the sickle towards her. The chains rattled again with renewed speed and constricted around the Kishen's legs, the spikes on the chain sparking as it met the Kishen's skin.

"Hey, Lady! Stop stealing my moves!" Black Star shouted. "Kid, are you sure this is working?"

"Look around you. The barrier is fading. That's proof we're doing something." He replied. "If we keep this up, we can beat him!"

The attacks continued, the almost schizophrenic melody pounding in their ears. Insidious quickly sheathed his two weapons and pulled out the sparking broadsword and swung it at the Kishen.

"Witch's Lightning!" shouted Insidious. The purple beam shot through the air and crashed into the Kishen's skin, causing it to stumble backwards. But there was no physical damage besides a faint scorch mark on the creature's grey skin.

"Come on, pick up the tempo!" shouted Kid, dodging around the Kishen. More attacks were piled onto the massive creature, but nothing seemed to hurt it! A massive dust cloud was thrown up and slim shadows coiled around the Kishen, restricting it while Kid charged up his twin cannons.

"Fire Death Cannon."

Two orange fireballs shot towards the Kishen, exploding on impact and flinging up another cloud of dust. Everyone ran out of the way as the piano music increased in intensity and Maka rushed to the front. She jumped into the air and swung the giant glowing scythe back.

"Genie-"

Suddenly the piano stopped. Maka and Soul fell to the ground and landed with a thud and a clatter. The others stared as Soul reverted back to his human form.

"Soul!" shouted Maka. Soul looked unconscious. "Soul!"

The Kishen laughed as the dust dispersed around it.

"No way…" Black Star stated flatly, eyes wide in disbelief.

"He's still as good as new. There's no sign of a single injury!" shouted Kid.

"Damn it! Maka, get Soul to snap out of it! I'll try to deal with the Kishen!" shouted Insidious, ignoring the objections of the others. He charged in, reaching into his pocket. He hoped he wouldn't have to try this, but desperate times called for desperate measures! He just hoped he'd give them enough time to defeat the Kishen while he distracted it. Leaping up and slapping the paper rune on the Kishen's forehead, he shouted. "Dominate!"

Insidious' mind was plunged into darkness as his body fell to the ground. He couldn't move. What was happening? A red light formed at his feet as he felt his hands burning again under his metal gauntlets! As he held them in front of his eyes, he saw the flesh melding with the iron before melting to the floor! The rest of his body followed, as his body slowly liquefied and spilt to the floor, all the while Insidious screaming in wretched agony. After all that was over, he was in a different room, the same three vertical red eyes staring at him from around the wall like wallpaper. The room had no corners, but at the same time was clearly square. The roof bobbed and swayed like the ocean, but it was tainted as black as night. In the centre of the room on a deformed black and white marble pedestal rested a flesh coloured bag, the same vertical eyes adorning it. Maybe that's what the Kishen's soul was held in. Striding over to the bag, he wrenched it open, only to find the mutilated and rotting head of his mother!

"Why didn't you save me?" it wheezed.

Insidious stepped back, eyes wide with horror. The bag was engulfed in fire and a grinning and deformed Spirit with glowing red eyes stepped out of the flames, holding a glowing purple orb in his hand.

"You want this back? Too bad!" he sniggered, showing a row of jagged and chipped teeth. He dropped the soul into his mouth and chewed contently before laughing. Insidious noticed that he had been turned back into a child, his iron gauntlets turned to bandages. Insidious screamed. The room seemed to warp and tilt as the retinas of the vertical eyes contracted. Red sparks danced around Insidious, the energy fuelling his pain.

"Insidious! Insidious, come back!" he heard. He looked up and saw Sophia on the other side of the swaying roof. "Everyone needs you! I need you! Come back!"

"Don't bother!" roared the Not-Spirit. "It's useless! You're all going to die screaming!"

Insidious stood up, despite the pain. Despite the anguish. He leapt up towards the watery ceiling and swum upwards through the surprisingly thick waters towards Sophia, grabbing a hold of her hand. As she hauled him up and out of the black water, his vision snapped back to the real world. He was lying on his back on the ground, the insanely grinning Kishen looming over him. As it reached down to grab him, Sophia charged in with a berserker rage. The Kishen barely noticed as it swatted her away, sending her hurtling into a wall and reducing it to rubble.

"Sophia!" shouted Insidious. Gritting his teeth, he rolled out of the way of the massive hand that slammed down onto the ground and leapt up behind the Kishen. Unsheathing the broadsword, he stabbed the point downwards into his spine and shouted. "Witch's Lightning!"

The purple beam burned against the Kishen's skin, causing it to stumble forwards and roar in pain. The Kishen's massive hand whipped around and grabbed onto Insidious' left arm and squeezed. The elbow length iron gauntlet buckled and creaked as it bit into Insidious' burned and ruined hands, agony filling his mind like hot lead through his bloodstream. The giant creature then passed a hand over him, his weapons floating in mid-air in front of him, the sharp points of all three turned towards him. The Kishen grinned as it flung Insidious across the arena like a ragdoll, his body tumbling and rolling until it hit the remnants of a wall with a bone crunching thud. Blood seeped from his mouth as he tried to stand up, his left arm twisted and broken, hanging uselessly to his side.

But then a sharp pain pierced his shoulder, causing him to scream in pain. When he looked at the source of the pain, he saw his own reflection in the blade of his silver dagger. Another sharp pain pierced his gut. He looked down and saw the handle of his black rapier jutting out of the right side of his stomach, piercing one of his kidneys. Blood was pouring out of his teeth in tiny rivers now. He looked across the battlefield and saw the sparking broadsword hovering in the air, the blade set horizontally and the sharp tip pointed at him. Before he could even blink, he was run through with the sword, the blade stabbing through his left lung and embedding itself into the wall behind him. He shrieked in pain. Blood pounded in his ears, blotting out what the others were saying.

Black Star charged in again, but the Kishen yawned loudly and flicked him away with a single finger. Kid whipped around to see what had happened and he was caught by a piece of pipe.

"Ugh. I'm. So. Bored!" The Kishen yawned. "Now… Die."

A wave of red energy erupted from his mouth towards Maka and Soul as Insidious watched in horror. A huge dust cloud erupted from the ground and when it cleared, it revealed Black Star and Kid defending her.

"I'm not gonna let you hurt them. Ever." Black Star said. "See, I made a promise to a friend of mine."

Insidious' expression darkened. Had they forgotten about him already?

"We keep the promises we make. It's an Academy thing, so you wouldn't get it." Kid explained. "And here's another one. Insidious, I promise to you and Sophia that you'll both get out of this alive."

Insidious grunted. "I don't know how you can say that. I can barely breathe!"

"Black Star, you ready?" Kid asked. "We need to hold him back."

"Heh. I don't know about you, but I've got bigger plans than that! I'm gonna kill this guy!"

As the two charged in again, Insidious felt himself black out again.

*v*v*v*

*v*v*v*

A loud explosion rung in Insidious' ears as he snapped back to consciousness, even though he really wished he didn't. He could see Kid, floating in mid-air. The three distinctive stripes in his hair had circled around his entire head and his eyes were glowing bright blue. He looked like a triple-haloed angel.

"The Lines of Sanzu? Oh, I remember you. You're the Grim Reaper's little son. Well now I can deal with you the same way I dealt with him." The Kishen said, a yellow spike coming out of its mouth before getting smashed in the face by a punch from Black Star.

"You're aiming for the wrong target!" shouted Black Star. He continued to dash around the Kishen, slashing and slicing, only narrowly dodging the Kishen's numerous attacks, eventually dealing a huge slash up his side, black blood spurting out of the injury like an ebony geyser.

The cannons on Kid's arms crackled with dark energy and grew to massive proportions. As the energy faded away it revealed the giant gold cannons on the end of each of his arms. As they charged up, Insidious knew he needed to do something.

Gripping the broadsword with his good arm, he roared in pain as he tugged it out of his chest, blood pouring from the wound. When it was free, Insidious let his rage, pain and anguish flow into the blade, the purple sparks and runes turning a deep blood red.

"Divine Rage!" He roared.

At the same time as Kid fired his cannons, a huge beam of white light outlined in red shot from the tip of the sword. The three beams seemed to combine and shot towards the Kishen in a blinding flash, generating an explosion that shook the ground. Insidious' sword clattered to his side as he breathed heavily. Kid fell backwards to the ground, exhausted by the effort.

"That was one hell of a shot." Black Star said. He was obviously impressed, and it took a lot to impress Black Star. All that seemed to remain of the Kishen was a blackened husk, two red lights emanating from its depths.

"That's it. We won." Insidious grinned. Now all he had to do was heal himself and…

A loud bang filled the air as the husk split apart. In the middle of the arena was standing a much smaller, more humanoid Kishen. Insidious' eyes shot wide as he saw Black Star and a now human Tsubaki flung against the rubble. Kid was thrown against it as well, Liz and Patty unconscious beside him. Maka and Soul stood back up and saw the damage.

"There's no reason to be surprised. As expected, I am the one still standing. And they are the ones who fell before me, like insects. You're fools if you expected something else." The Kishen mocked.

"Maka… Soul…" Insidious coughed, blood spattering on the ruined ground. "K-kick his ass!"


	9. Finale

Insidious again coughed, blood spattering against the crushed stone atop Baba Yaga Castle. It was enough that one of his arms had been crushed, but now he was impaled with one of his own sword, having freed the other from his chest cavity and his dagger stabbed into his shoulder! He couldn't even move! The rapier had pierced all the way through his haemorrhaging form and stabbed into the rock behind him. All he could do was sit and watch.

Insidious craned his neck towards the others, a mighty effort in itself. What happened? Kid was lying unconscious with his twin pistols beside him, Black Star and Tsubaki lay in the rubble, barely a whisper escaping from either of them, and Soul and Maka were staring angrily at the smiling Kishen. Before Soul turned into a scythe in Maka's hand, Insidious only had one thought.

'Sophia. Where is Sopia?'

"Sophia!" Insidious screamed, shuddering hands trying to grasp the handle of the broadsword. It was no use. The bones in his left arm had been turned to powder, and his other was shaking too much to do anything, leaving the glowing broadsword clattering on the ground.

Bits of rubble rolled down as Sophia emerged from a pile of rock, battered, bruised and broken. It was over. All their cards had been played, their strategies torn into shreds and thrown to dogs. Sophia saw the state everyone was in, but when her eyes landed on the breathing corpse that was Insidious, her heart sank to new depths.

"Insidious!" she screamed. Gritting her teeth against her injuries, she hauled herself up and ran for Insidious. A pale cream white bandage snaked along the ground, gripping her by the ankle and hauling her up into the air.

"Where are you going?" the Kishen asked, voice filled with boredom. Another of the pale bandages whipped forwards and wrapped around her throat, tightening and strangling her while others beat at her face.

"T-teleport!" shouted Insidious. The ground reached up around Sophia and dragged her downwards, spitting her out where Insidious had placed the first teleport rune. The Kishen looked to Insidious with mild annoyance and picked Sophia up again by the throat with a bandage, held her in front of Insidious' face and then flung her up into the air, where she crashed into the rubble a few metres beside him.

"Pathetic. This is the best you can do?" It asked, its voice filled with contempt.

"Let's go, Soul Resonance!" Maka and Soul shouted, Soul's scythe form turning back to Genie Hunter. Maka ran for the Kishen, but it grabbed her with another of the bandages and flung her across the arena.

"You're so weak!" it shouted. "My final opponent, and you're nothing more than a pathetic little girl. Your friends were all so much stronger than you, and look how they ended up."

Maka stood back up, running back to the Kishen. Insidious knew he needed to do something! Lifting his trembling hand, he yanked the silver dagger out of his shoulder with a yell of pain.

"Two down… One to go…" he said, dropping the dagger and struggling with the black rapier as Maka and Soul fought the Kishen. As he pulled it free, he saw Soul grow to an even bigger size, glowing brighter as the giant rainbow blade bit deep into the Kishen's shoulder, slicing it down to the ribs. Insidious tore his eyes away from the spectacle. His vision was growing weaker by the second. He carved a rune in his chest and activated it.

"Heal."

The pain returned anew as his bones realigned, flesh knitted itself back together and his blood flowed in reverse from the ground, back into his bloodstream. His vision cleared and he saw the Kishen regurgitate that spike thing of his. As the red beam shot from his mouth, Insidious saw a human form Soul leap in front of Maka. Insidious couldn't let that happen. Grabbing the broadsword, he leapt up and dived in the way, sword ready to block the beam.

For a while, he was able to hold off the red beam of energy, the crimson light sparking against the blade. A crack apperared on the blade. The metal blade of the broadsword snapped in two, a hole burning itself through his chest and piercing all the way through him as a brown cloud of dust filled the air around them. When it cleared, Insidious was still standing, a gaping hole in the middle of his chest, the snapped broadsword clutched in his iron hand. It was too powerful for him alone to block, and it went straight through his body and hit Soul as well!

"A nice gesture, but how futile it was." The Kishen snorted.

Insidious was vaguely aware of Maka and Sophia's screams mingled together as he and Soul fell to the ground.

"They all sacrificed themselves for you. But in the end, is that truly a kindness? They've only moved the responsibility onto your shoulders. Gave you the fear of failure."

"Shut the hell up." Maka said, charging in again.

"But that isn't all, is it? There's the fear of death. The fear of loneliness, and also, the fear of pain. A primitive fear alright, but effective nonetheless against someone like you. A weak little human." He mocked as he batted her away in mid speech and pummelled Maka into the ground with his bandages.

"You're right." Maka said, her muscles trembling with effort as she stood. "I am a weak human. But this is nothing like the pain I've felt before!"

"Then let's see how much pain you can stand." The Kishen grinned, regurgitating its spike. "You can dodge this, but if you do your friends will die."

He didn't have a chance to do anything however as Sophia looped the spiked chain around his neck and pulled. "Now Maka! Do it now!"

"Insolence!" the Kishen shouted, backhanding Sophia into another pile of rubble before turning and firing at Maka, who stood her ground against the deadly beam. She tipped backwards into the shallow crater caused by the explosion.

"That should do it." The Kishen snorted. Insidious was gritting his teeth, trying to see what was going on! His eyes widened as he saw the Kishen grin and walk towards him, picking him up by his hatted head. "Another tasty Witch' soul? Don't mind if I do."

Insidious gritted his teeth as the Kishen's mouth neared, thin rivers of drool escaping from the corners of its mouth. The sounds of blades unsheathing rang through the air as suddenly Maka was on her feet again! "Back on your feet again, huh? That won't last long."

Several of the creamy white bandages snapped towards her, but they were cut to ribbons as soon as they neared her!

"What the…"

Maka was eerily silent. Insidious couldn't see her face. He thought he might have just been imagining things, but he swore he saw the glint of a blade just a second ago.

"What magic is this? What did you do?!" the Kishen demanded, throwing Insidious aside and attacking with more of the bandages. They disappeared again as Maka ran in, fists trailing behind her. As she neared closer two triangles of light burst from her back. The Kishen grinned as it suddenly understood. "I see, so that's what you've done."

The blades on Maka's back stabbed into the red shield the Kishen projected from its hand. The spike came out of the Kishen's mouth as red balls of light burst through the shield and exploded.

"What the… Maka's a weapon?" Insidious coughed, watching the battle unfold.

Maka and the Kishen continued to fight, more and more large scythe blades erupting from Maka's body. Insidious caught a glimpse of Maka's eyes. They were empty and starring, like she wasn't even there.

"Oh now I see." The Kishen mused. "Come here, girl!"

Maka leapt into the air, but a loud explosion of dust filled the air and the Kishen grabbed onto her neck and slammed her into the ground.

"Now I've got you."

A forest of scythe blades sprung up around Maka's prone form and blood trickled down from the Kishen's neck. The Kishen continued grinning, seemingly unfazed.

"I'm not afraid of pain, but what about you?" it said, grabbing onto her arm and squeezing hard. "Time to wake up."

Maka's loud and pained screams filled the air as the blades around her shattered.

"Fighting while your mind's asleep. That's not fair. That suffocating feeling you have now? That's fear. You can let go now. Let go and let the Madness carry away all your fear and pain. There's nothing more you can do here. Your big move failed, your friends are defeated, there's no point in continuing now. Everything you've done was for nothing. There's nothing you can do to defeat me. You have nothing left."

"Damn it." coughed Insidious, struggling to sit up against the rubble. "Maka! Don't listen to that bastard!"

"I'll be alright." Maka whispered.

"What? What did you say?" the Kishen asked.

Maka gripped onto the Kishen's arm holding her throat. "Didn't you hear me? I said it's going to be alright."

The Kishen threw her back. "No it won't! Nothing's alright!"

As the Kishen continued its mindless babbling, Insidious could see the others slowly emerge from the rubble.

"I thought that move was my only hope. They were wrong. That isn't my greatest power, not at all!"

"What are you saying?" the Kishen asked quietly. "You little fool."

"Maka's not the fool you jackass." Black Star said, pushing himself into a more comfortable position. "Don't you get it yet?"

"Maka's strength isn't some special ability." Kid said, his voice muffled from the floor. "It's more. Much more."

"Something that can beat fear. Bravery." Soul added.

Insidious couldn't think of anything to add. He couldn't heal his wounds again. His last heal had taken too much out of him, and now he had a gaping hole in his chest. It had missed his heart, but he was only barely alive.

"That's all bravery? I don't understand you people! You put all your faith in one girl's bravery?! Stop it, don't look at me like that! What's happening, who the hell are you?!" the Kishen babbled.

"Academy student Maka Albarn, One Star Scythe Meister."

"That's not what I meant! You're just standing there so calmly! What are you?!" it shouted again, banging its foot down on the ground.

"I'm just me. Nothing more and nothing less."

The Kishen continued its rant, and Insidious notice Sophia crawling towards him. She put a hand on his shoulder and looked into his eyes.

"Don't die. Please… Don't die." She said quietly, desperately trying to hold back an ocean of tears.

The Kishen raged and regurgitated his weapon again, letting it grow to a huge size before Maka said something Insidious didn't understand.

"What?" the Kishen asked. "What is that?"

"A postcard. With a message. But that doesn't matter. It's none of your business."

"How can you talk to me like that?! You insolent… Whatever you're doing, stop!"

"No I won't! I've come too far for that! If I gave up, how could I face the people who stood by me and supported me for so long? They lent me their courage. Now I'm going to use my own! I'm not going to let you hurt my friends anymore!"

"That's ridiculous!"

"Bravery is my armour, and this is my weapon!" she said, holding up her fist.

"You think that pitiful little fist can hurt me?! You should have given this fight up a long time ago! I don't understand anything that's going on…" The weapon dropped from the Kishen's mouth as it realised what it had just said. "I don't get it. Why do you have so much faith in her? She's nothing more than a human! What is bravery?!"

The Kishen paused for a few seconds before screaming, though Insidious couldn't tell what about.

"I'm coming for you!" shouted Maka, charging at the Kishen.

"Go away!" it shouted desperately, smashing at the ground. "What's the point in destroying me?! There will be a new Kishen, an heir to my Madness!"

"I don't care!" shouted Maka, reaching backwards and forcing her fist through the Kishen's face. "I will defeat you!"

The Kishen flew backwards before laughing again. "You didn't even scratch me! You fool! There'snowayaweaktalentlesslittlehumanlikeyoucould beatmeyoudidn'tstandachance! Huh?"

The Kishen started to glow with a bright blue light before exploding, turning the whole world to light and dissipating the barrier! When Insidious' eyes returned to normal, he rolled onto his back where he could see hundreds of blue orbs flying off into the cloudless blue sky.

"She did it…" Insidious said, letting himself a smile. The pain was numbing now. He didn't have much time left.

"The sky's all pretty now!" Patty said, eyes filled with awe.

"Hell yeah! We defeated the Kishen, and bad weather!" Black Star laughed.

As the Meisters celebrated, Sophia noticed Insidious on the ground.

"Over here! Insidious needs help!" shouted Sophia. In a matter of seconds, the others were crouched in a circle around him.

"Don't you dare die Insidious, you still need to do my homework!" Black Star shouted.

"Soul, help me with Insidious." Maka said, gripping onto Insidious' legs.

"Don't bother." Insidious said, waving them away. "I'm not about to walk away from this… I think my time has finally come."

The others looked at him, both Patty and Liz crying. Patty slightly more so than Liz. Insidious lifted his broken broadsword into the air above him. "Do you know what this sword is? It's my family's sword. Every generation in my family wielded this sword at one point in their lives. It was said to bring great power, but they'd die after the battle. I guess the prophecy was right. And now that everyone in my family's dead, the sword's broken. Now it's just a useless hunk of metal… Just promise me that after I die… Take the sword back to my mother's grave."

"Prophecy, shmophecy. We're not gonna let you die here Insidious! You can count on that!" Black Star shouted.

Maybe Black Star was right. Maybe they could save him. Insidious decided should just close his eyes and nap for a while. Yeah… He needed to sleep…

"Goodbye. And thank you."

*v*v*v*

*v*v*v*

Atop the hill overlooking Death City, the three Meisters, their weapons and Sophia buried Insidious' soul next to his mother's reconstructed grave. It was not often that a Witch would get this kind of special treatment, but Insidious was no ordinary Witch. He was their friend. The eight of them wordlessly watched as Insidious' soul descended into the ground before Kid planted a cross similar to the ones found in the Death Room into the hole.

As the Meisters and weapons left, the only one remaining was Sophia. She could only stare at the cross, Insidious' weapons and hat placed in front of it along with a bouquet of snowy white flowers. There she stood for hours, not even moving. When night fell and the moon rose, she uttered a single sentence. Three words that all those who knew Insidious were all thinking.

"He deserved better."

A/N

A/N

A/N

THANK YOU TO EVERYONE WHO READ AND A HUGE THANKS TO ALL THOSE WHO REVIEWED!

Thanks for reading my first Soul Eater fanfic! I hope you guys enjoyed reading it as much as I enjoyed writing it. I was originally going to have a happy ending, but it eventually turned into a contrived mess of a thing so I decided SCREW IT, THE PEOPLE MUST CRY FOR I HAVE DECREED IT! And it was either this or to have Soul eat Insidious, which I don't think is any better than the contrived happy ending.

I'm hoping to make another Soul Eater fanfic after I finish my Bleach fanfic, World of Wight, which you should totally read and review after you do the same for this one and all my other stuff. In fact, I may be doing a lot more fanfics for other anime. I love Bleach, but I think I've reached my ideas limit with it.

Bye for now, and keep being awesome!

-The Snazzy Hat


End file.
